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PROXY STATEMENT/PROSPECTUS

TRANSACTION PROPOSED — YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Uniti Group Inc.:

On May 3, 2024, Uniti Group Inc. (“Uniti”) entered into an Agreement and Plan of Merger, dated as of May 3, 2024, by and between Uniti and Windstream Holdings II, LLC (“Windstream”), as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of July 17, 2024 (as it may be further amended and/or restated from time to time, the “Merger Agreement”). Upon the terms and subject to the conditions set forth in the Merger Agreement and following a pre-closing reorganization of Windstream (as further described in “The Merger — Overview of the Merger and Other Transactions”) an affiliate of Windstream identified as “Merger Sub” in the Merger Agreement will merge with and into Uniti (the “Merger”), with Uniti surviving the Merger, with the result that both of Uniti and Windstream’s successor by merger will be indirect wholly owned subsidiaries of Windstream Parent, Inc., a Delaware corporation that is currently an indirect wholly owned subsidiary of Windstream which is the entity that is filing this Form S-4 (“New Uniti”). In connection with the Merger, Windstream Parent, Inc. will be renamed Uniti Group Inc.

If the Merger is completed, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of Uniti’s common stock, par value $0.0001 per share (“Uniti Common Stock”), will automatically be canceled and retired and converted into the right to receive a number of shares of New Uniti common stock, par value $0.0001 per share (“New Uniti Common Stock”) equal to the Exchange Ratio. The “Exchange Ratio” will be obtained by dividing (i) the aggregate number of shares of New Uniti Common Stock (excluding shares in respect of awards of restricted shares of Uniti Common Stock granted under Uniti’s 2015 Equity Incentive Plan, as amended and restated effective March 28, 2018 (the “Uniti Stock Plan”) and such restricted shares, the “Uniti Restricted Stock Awards”)) that would be issued to holders of Uniti Common Stock and holders of vested performance-based restricted stock units that have been granted under the Uniti Stock Plan (the “Uniti PSU Awards”) as of the Effective Time if such holders were to receive, in respect of such securities, 57.68% of all shares of New Uniti Common Stock outstanding as of immediately following the Effective Time on an as converted and fully diluted basis, after giving effect to the Closing (as defined below) (after giving effect to certain issuances of securities of New Uniti and excluding certain other securities to properly apportion dilution, all such shares of New Uniti Common Stock outstanding at such time, the “Pro Forma Share Total”) by (ii) the aggregate number of shares of Uniti Common Stock (excluding shares in respect of Uniti Restricted Stock Awards) issued and outstanding as of immediately prior to the Effective Time (including in respect of Uniti Common Stock subject to Uniti PSU Awards that have vested but not settled and any shares issued or issuable under any Excess Uniti Equity Awards (as defined in the Merger Agreement) (at target performance, to the extent applicable), but excluding certain other securities to properly apportion dilution) (together with any cash in lieu of fractional shares of New Uniti Common Stock, the “Uniti Merger Consideration”), without interest and subject to any withholding of taxes required by applicable law. Immediately following the Closing and without giving effect to conversion of any outstanding convertible securities, the redemption or repurchase of the New Uniti Preferred Stock (as defined below) or the exercise of the New Uniti Warrants (as defined below), Uniti stockholders are expected to initially own approximately 62% of the outstanding New Uniti Common Stock.

If the Merger is completed, Windstream’s pre-closing equityholders will receive (i) the remaining shares of New Uniti Common Stock, representing approximately 35.42% of the Pro Forma Share Total (which, as noted above, takes into account dilution from certain future issuances), (ii) warrants of New Uniti (exercisable three years after issuance or, if earlier, upon any change of control of New Uniti or the redemption of the corresponding New Uniti Preferred Stock) representing approximately 6.9% of the Pro Forma Share Total (the “New Uniti Warrants”), (iii) shares of preferred stock of New Uniti having an aggregate initial liquidation preference of $575,000,000 (the “New Uniti Preferred Stock”) and (iv) $425,000,000 (less certain transaction expenses) in cash from Uniti (the “Closing Cash Payment”).

Therefore, legacy Uniti stockholders would receive shares of New Uniti Common Stock representing approximately 62% of New Uniti Common Stock outstanding immediately following the Merger, and legacy Windstream equityholders would receive shares of New Uniti Common Stock, representing approximately 38% of New Uniti Common Stock outstanding immediately following the Merger, without giving effect to the New Uniti Warrants. Assuming the shares of New Uniti Common Stock underlying the New Uniti Warrants were fully issued at Closing, the aggregate amount of New Uniti Common Stock received by legacy Uniti stockholders and legacy Windstream equityholders would be approximately 58% and 42%, respectively.

This proxy statement/prospectus covers the New Uniti Common Stock issuable to the Uniti stockholders.

Following the Merger, the New Uniti Common Stock is expected to be listed on the Nasdaq Global Market (“Nasdaq”) under the proposed symbol “UNIT.” It is a condition of the Closing that the New Uniti Common Stock be approved for listing on Nasdaq, subject to official notice of issuance. While trading on Nasdaq is expected to begin on the first business day

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following the date of the Closing, there can be no assurance that New Uniti’s securities will be listed on Nasdaq or that a viable and active trading market will develop. See “Risk Factors” beginning on page 37 for more information.

The Merger cannot be completed without approval of the Merger by the affirmative vote of a majority of all the votes entitled to be cast on the matter by the Uniti stockholders. The Voting Stockholders (as defined below), which are affiliates of Elliott Investment Management L.P. (“EIM”), have committed to voting all of their Uniti Common Stock, which as of the date of this proxy statement/prospectus represented approximately 4.15% of the total outstanding shares of Uniti Common Stock in favor of the Merger. Accordingly, proposals to approve the Merger and the other matters discussed in this proxy statement/prospectus will be presented at the special meeting of Uniti stockholders scheduled to be held on April 2, 2025 (the “Special Meeting”). Uniti has fixed the close of business on February 10, 2025, as the record date for the determination of Uniti stockholders entitled to notice of, and to vote at, the Special Meeting.

Uniti’s board of directors has unanimously determined, among other things, (i) that the Merger Agreement and the actions and transactions contemplated thereby, including the Merger, are in the best interests of Uniti and its stockholders, (ii) that the actions and transactions contemplated by the Merger Agreement on the terms and conditions thereof, including the Merger, are advisable, (iii) that the approval of the Merger and the other actions and transactions contemplated by the Merger Agreement on the terms and conditions thereof shall be submitted to the stockholders of Uniti for consideration at the Special Meeting, (iv) to recommend that the Uniti stockholders approve the Merger and the other actions and transactions contemplated by the Merger Agreement and (v) to approve the Merger Agreement.

Your vote is very important regardless of the number of shares of Uniti Common Stock that you own.

Whether or not you plan to attend the Special Meeting virtually, please submit your proxy as soon as possible by following the instructions on the accompanying proxy card to make sure that your shares are represented at the meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished by the broker, bank or other nominee. You must provide voting instructions by telephone or via the internet by following the instructions on the enclosed voting instruction form or by marking, signing, dating and returning the enclosed voting instruction form by mail in the postage-paid envelope provided in order for your shares to be voted.

The Special Meeting will be held in a virtual meeting format only. You will not be able to attend the Special Meeting physically in person.

The accompanying proxy statement/prospectus provides Uniti stockholders with detailed information about the Merger and other matters to be considered at the Special Meeting. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 37 of the accompanying proxy statement/prospectus.

Sincerely,

/s/ Kenny A. Gunderman

Kenny A. Gunderman
President and Chief Executive Officer
Uniti Group Inc.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Merger or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the Merger or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated February 12, 2025, and is first being mailed to Uniti stockholders on or about February 12, 2025.

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Uniti Group Inc.
2101 Riverfront Drive
Suite A
Little Rock, AR 72202
Telephone: (501) 850-0820

NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 2, 2025

TO THE STOCKHOLDERS OF UNITI GROUP INC.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Uniti Group Inc., a Maryland corporation (“Uniti”), will be held at 8:00 a.m. Eastern time, on April 2, 2025. You or your proxyholder may attend and vote at the meeting online by visiting www.virtualshareholdermeeting.com/UNIT2025SM and using a control number listed on your enclosed proxy card or voting instruction form. The Special Meeting will be held solely by means of remote communication in a virtual format. Please note that there will be no physical location for the Special Meeting. To register and receive access to the meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the attached proxy statement/prospectus of which this notice forms a part. You are cordially invited to attend the Special Meeting, in order to consider and vote upon the following proposals:

(1)

Proposal 1 — The Merger Proposal — A proposal to approve the merger of an affiliate of Windstream Holdings II, LLC (“Windstream”) with and into Uniti with Uniti surviving the merger as a wholly owned subsidiary of Windstream Parent, Inc. (“New Uniti”) (the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of May 3, 2024, by and between Uniti and Windstream, as amended by the Amendment No. 1 to the Agreement and Plan of Merger, dated as of July 17, 2024 (as it may be further amended and/or restated from time to time, the “Merger Agreement”), a copy of which is attached as Annex A to the proxy statement/prospectus accompanying this Notice, and approve the other actions and transactions contemplated thereby;

(2)

Proposal 2 — The Advisory Compensation Proposal — A proposal to approve on an advisory (non-binding) basis the compensation that may be paid or become payable to Uniti’s named executive officers that is based on or otherwise relates to the Merger;

(3)

Proposal 3 — The Interim Charter Amendment Proposal — A proposal to approve the amendment to the charter of Uniti, designating Uniti as the agent of Uniti stockholders to pursue damages in the event that specific performance is not sought or granted as a remedy for Windstream’s willful breach of the Merger Agreement, as set forth in Annex L to the proxy statement/prospectus accompanying this Notice;

(4)

Proposal 4 — The Delaware Conversion Proposal — A proposal to approve the conversion of Uniti to a Delaware corporation as more fully described in the proxy statement/prospectus accompanying this Notice, and the related plan of conversion attached thereto as Annex O; and

(5)

Proposal 5 — The Adjournment Proposal — A proposal to approve, if necessary, the adjournment of the Special Meeting to a later date or dates to permit further solicitation of proxies in the event that there are insufficient votes to approve one or more of the foregoing proposals or to ensure there are sufficient shares represented to constitute a quorum necessary to conduct the business of the Special Meeting. This proposal will only be presented at the meeting if there are not sufficient shares represented to achieve a quorum or sufficient votes to approve one or more of the foregoing proposals.

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of shares of Uniti common stock, par value $0.0001 per share (“Uniti Common Stock” and each such share, a “Uniti Common Share”) at the close of

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business on February 10, 2025 are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting.

After careful consideration, Uniti’s board of directors unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal, “FOR” the Interim Charter Amendment Proposal, “FOR” the Delaware Conversion Proposal and, if presented, “FOR” the Adjournment Proposal.

The Closing is conditioned on, among other things, the approval of the Merger Proposal. A copy of the Merger Agreement is attached as Annex A to the proxy materials attached hereto and incorporated herein by reference.

All Uniti stockholders are cordially invited to attend the Special Meeting which will be held virtually over the internet at www.virtualshareholdermeeting.com/UNIT2025SM. To ensure your representation at the Special Meeting, however, you are urged to vote by telephone or via the internet following the instructions on the enclosed proxy card or by completing, signing, dating and returning the enclosed proxy card by mail in the postage-paid envelope provided as soon as possible. If you are a stockholder of record of Uniti Common Shares, you may also cast your vote at the Special Meeting. If your Uniti Common Shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your Uniti Common Shares or, if you wish to attend the Special Meeting and vote, obtain and submit a proxy using the 16-digit control number provided on your proxy card or voting instruction form provided by your broker or bank.

Your vote is important regardless of the number of Uniti Common Shares you own. Whether you plan to attend the meeting or not, please vote by telephone or via the internet following the instructions on the enclosed proxy card or sign, date and return the enclosed proxy card by mail as soon as possible in the postage-paid envelope provided. If your shares are held in “street name”, you should contact your bank or broker to ensure that votes related to the Uniti Common Shares you beneficially own are voted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

/s/ Daniel L. Heard

Daniel L. Heard
Secretary

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ADDITIONAL INFORMATION

As permitted by the rules of the SEC, this proxy statement/prospectus incorporates important business and financial information about Uniti Group Inc., a Maryland corporation (“Uniti”) from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the SEC website at http://www.sec.gov.

Copies of documents filed by Uniti with the SEC are available at the investor relations page of Uniti’s website, https://investor.uniti.com/, and are also available to you free of charge upon your request in writing or by telephone to Uniti at the address and telephone number below.

Uniti Group Inc.
4005 Rodney Parham Road
Little Rock, AR 72212
Telephone: (501) 748-7000
Attention: Corporate Secretary

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must make your request no later than five business days before the date of the Special Meeting. This means that holders of Uniti Common Stock (as defined below) requesting documents must do so by March 26, 2025 in order to receive them before the Special Meeting.

See the section entitled “Where You Can Find More Information” of this proxy statement/prospectus for further information. The contents of the website of the SEC and Uniti are not being incorporated into this proxy statement/prospectus. This information about how you can obtain certain documents that are being incorporated by reference into this joint proxy statement/prospectus at these websites is being provided only for your convenience.

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ABOUT THIS DOCUMENT

This proxy statement/prospectus, which forms a part of a registration statement on Form S-4 (Registration No. 333-281068) filed with the SEC by Windstream Parent, Inc. (“New Uniti”), constitutes a prospectus of New Uniti under Section 5 of the Securities Act of 1933, as amended (the “1933 Act”), with respect to the New Uniti Common Stock (as defined below) to be issued to stockholders of Uniti in connection with the Merger (as defined below). This document also constitutes a proxy statement of Uniti under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated thereunder, and a notice of meeting with respect to the Special Meeting of Uniti stockholders scheduled to be held on April 2, 2025 to consider and vote upon, among other things, the proposals to approve the Merger pursuant to the Agreement and Plan of Merger dated as of May 3, 2024, by and between Uniti and Windstream Holdings II, LLC, a Delaware limited liability company (“Windstream”), as amended by the Amendment No. 1 to the Agreement and Plan of Merger, dated as of July 17, 2024 (as it may be further amended and/or restated from time to time, the “Merger Agreement”) and the other actions and transactions contemplated by the Merger Agreement, and to adjourn the meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve the Merger Proposal.

Unless otherwise indicated or the context otherwise requires, all references in this proxy statement/prospectus to the terms “Uniti” and the “Company” refer to Uniti Group Inc., together with its subsidiaries. All references in this proxy statement/prospectus to “Windstream” refer to Windstream Holdings II, LLC and New Windstream, LLC.

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS AND SPECIAL MEETING

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Special Meeting and the proposals to be presented at the Special Meeting, including with respect to the Merger. The following questions and answers do not include all the information that is important to Uniti stockholders. Uniti stockholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the Merger and the voting procedures for the Special Meeting. See “Where You Can Find More Information” beginning on page 290 of this proxy statement/prospectus.

Why am I receiving this proxy statement/prospectus?

Uniti and Windstream have entered into the Merger Agreement providing for the merger of an affiliate of Windstream identified as “Merger Sub” in the Merger Agreement (“Merger Sub”) with and into Uniti (the “Merger”), with Uniti surviving the Merger as a wholly owned indirect subsidiary of Windstream Parent, Inc., a Delaware corporation which is the entity that is filing this Form S-4 (referred to herein as “New Uniti”), which is currently an indirect wholly owned subsidiary of Windstream and will, in connection with the Merger, become the ultimate parent company of Uniti and Windstream’s successor by merger. See the section entitled “The Merger — Overview of the Merger and Other Transactions” beginning on page 156 of this proxy statement/prospectus. In order to complete the Merger, Uniti stockholders must approve the Merger (the “Merger Proposal”) and the other actions and transactions contemplated by the Merger Agreement (collectively, the “Transactions”) and all other conditions to the Merger must be satisfied or waived. The Merger Proposal and the proposals to approve the other Transactions are further described in the Proposals section, beginning on page 243 of this proxy statement/prospectus.

Uniti will hold the Special Meeting to obtain approval of the Merger Proposal and certain other related approvals. This proxy statement/prospectus, which you should read carefully, contains important information about the Merger and other matters being considered at the Special Meeting.

This document is being delivered to you as both a proxy statement of Uniti and a prospectus of New Uniti in connection with the Merger. It is the proxy statement by which the Uniti board of directors (the “Uniti Board”) is soliciting proxies from Uniti stockholders to vote at the Special Meeting, or at any adjournment or postponement of the Special Meeting, on such proposals. In addition, this document is the prospectus by which New Uniti will issue shares of New Uniti common stock, par value $0.0001 per share (“New Uniti Common Stock”) to Uniti stockholders in the Merger in accordance with the Merger Agreement.

Your vote is important regardless of the number of shares of Uniti common stock, par value $0.0001 per share (“Uniti Common Stock” and each such share, a “Uniti Common Share”), that you own. We encourage you to vote as soon as possible.

Are there any other matters being presented to stockholders at the Special Meeting?

In addition to voting on the Merger Proposal, the stockholders of Uniti are being asked to consider and vote on:

a proposal to approve on an advisory (non-binding) basis the compensation that may be paid or become payable to Uniti’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory Compensation Proposal”), which is further described in the section entitled “Proposal 2 — The Advisory Compensation Proposal,” beginning on page 244 of this proxy statement/prospectus;

a proposal to approve the amendment to the charter of Uniti (the “Interim Charter Amendment Proposal”), which is further described in the sections titled “Proposal 3 — The Interim Charter Amendment Proposal” and “The Merger Agreement — Charter Amendment,” beginning on pages 245 and 230, respectively, of this proxy statement/prospectus and a copy of which is attached to this proxy statement/prospectus as Annex L;

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a proposal to approve the conversion of Uniti to a Delaware corporation and the plan of conversion attached to this proxy statement/prospectus as Annex O (the “Delaware Conversion Proposal”), which is further described in the section entitled “Proposal 4 — The Delaware Conversion Proposal,” beginning on page 246 of this proxy statement/prospectus; and

a proposal to approve, if necessary, the adjournment of the Special Meeting to a later date or dates to permit further solicitation of proxies in the event there are insufficient votes for one or more of the foregoing proposals or to ensure there are sufficient shares represented to constitute a quorum necessary to conduct the business of the Special Meeting (the “Adjournment Proposal” and, together with the Merger Proposal, the Advisory Compensation Proposal, the Interim Charter Amendment Proposal and the Delaware Conversion Proposal, the “Proposals”), which proposal will only be presented at the Special Meeting if there are not sufficient shares represented to achieve a quorum or sufficient votes to approve one or more of the foregoing proposals. See the section entitled “Proposal 5 — The Adjournment Proposal.”

Consummation of the Merger is conditioned on approval of the Merger Proposal, but not on any of the other Proposals.

Where and when is the Special Meeting?

The Special Meeting will be held on April 2, 2025, beginning at 8:00 a.m., Eastern Time (with log-in beginning at 7:45 a.m., Eastern Time), unless postponed to a later date. The Special Meeting will be a virtual only meeting conducted via live audio webcast at www.virtualshareholdermeeting.com/UNIT2025SM. You will need the 16-digit control number provided on your proxy card or voting instruction form in order to attend the Special Meeting. Because the Special Meeting is being conducted via live webcast, stockholders will not be able to attend the Special Meeting in person.

Who can vote at and attend, and what is the record date of, the Special Meeting?

All Uniti stockholders who hold Uniti Common Shares at the close of business on February 10, 2025, the record date for the Special Meeting (the “Record Date”), are entitled to receive notice of, and to vote at, the Special Meeting. Only Uniti stockholders as of the close of business on the Record Date, or their duly appointed proxies, and invited guests of Uniti may attend the Special Meeting. “Street name” holders (those whose shares are held through a broker, bank or other nominee) may vote online during the Special Meeting if they have a voting instruction form with a 16-digit control number. Street name holders should receive their voting instruction form from their broker, bank or other institution where they hold their account.

How does the Uniti Board recommend I vote?

At a meeting held on May 2, 2024, the Uniti Board unanimously determined, among other things, (i) that the Merger Agreement and the actions and transactions contemplated thereby, including the Merger, are in the best interests of Uniti and its stockholders, (ii) that the actions and transactions contemplated by the Merger Agreement on the terms and conditions thereof, including the Merger, are advisable, (iii) that the approval of the Merger and the other actions and transactions contemplated by the Merger Agreement on the terms and conditions thereof shall be submitted to the stockholders of Uniti for consideration at the Special Meeting and (iv) to recommend that the Uniti stockholders approve the Merger and the other actions and transactions contemplated by the Merger Agreement. On May 16, 2024, the Compensation Committee of the Uniti Board (the “Committee”), through a written consent signed by all of the members of the Committee, unanimously determined that it is in the best interests of Uniti to grant the Special Equity Grants (as defined below) and approved such Special Equity Grants, which are the subject of the Advisory Compensation Proposal. On October 9, 2024, the Uniti Board, through a written consent signed by all the directors, unanimously determined (i) that the Delaware Conversion (as defined below) and the Plan of Conversion (as defined below) are in the best interests of Uniti and its stockholders, (ii) that the Delaware Conversion and the Plan of Conversion are advisable, (iii) that the Delaware Conversion and the Plan of Conversion shall be submitted to the Uniti stockholders for consideration at the Special Meeting, (iv) to recommend that

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the Uniti stockholders approve the Delaware Conversion and the Plan of Conversion and (v) to approve the Delaware Conversion and the Plan of Conversion, including the certificate of incorporation attached thereto as Exhibit A.

Accordingly, the Uniti Board unanimously recommends that Uniti stockholders vote “FOR” the Merger Proposal. In addition, the Uniti Board unanimously recommends that Uniti stockholders vote “FOR” the Advisory Compensation Proposal, “FOR” the Interim Charter Amendment Proposal, “FOR” the Delaware Conversion Proposal and, if presented, “FOR” the Adjournment Proposal. See “The Merger — Recommendation of the Uniti Board and Uniti’s Reasons for the Merger” beginning on page 170 of this proxy statement/prospectus.

Do any of Uniti’s directors or officers have interests in the Merger that may differ from or be in addition to my interests as a stockholder?

In considering the recommendation of the Uniti Board with respect to the Merger Proposal, you should be aware that Uniti’s directors and executive officers have certain interests in the Merger that may be different from, or in addition to, the interests of Uniti stockholders generally. The Uniti Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger and in recommending that the Merger be approved by the Uniti stockholders. See “The Merger — Interests of Uniti’s Directors and Executive Officers in the Merger,” beginning on page 203 of this proxy statement/prospectus.

Why is Uniti proposing to convert from a Maryland corporation to a Delaware corporation pursuant to the Delaware Conversion Proposal?

As described below in “Risk Factors — If Uniti exercises its rights under the Merger Agreement to effect the Merger using an alternative transaction structure, Uniti expects that New Uniti would not receive a step-up in the tax basis of any of Uniti’s assets, reducing potential tax savings for New Uniti that would otherwise result from the Merger,” if the Merger is a taxable transaction for U.S. federal income tax purposes, Uniti expects that in order to obtain certain U.S. federal income tax benefits, Uniti would effect a post-closing reorganization, pursuant to which Uniti would (i) convert from a corporation to a limited liability company (the “LLC Conversion”) and (ii) in connection with the LLC Conversion, distribute a deemed dividend to HoldCo. It is possible that New Uniti could incur significant state and local income tax liabilities on HoldCo’s receipt of such deemed dividend if it occurs after the Closing Date (as defined below). In order to reduce such potential exposure for state and local tax liabilities, it is desirable for the LLC Conversion to be effected after the Merger but on the Closing Date. Uniti believes that, under Maryland law and administrative practice, it may be difficult to complete the LLC Conversion on the same day that the Merger is completed, but, if Uniti converts to a Delaware corporation prior to the Effective Time, Uniti expects that it would be able to complete the LLC Conversion under Delaware law and administrative practice on the Closing Date.

For U.S. federal income tax purposes, Uniti will continue to be treated as the same corporation, and continue to be treated as a REIT, both before and after it converts from a Maryland corporation to a Delaware corporation, and therefore Uniti does not expect there to be any differences in the taxation of Uniti stockholders with respect to their shares in Uniti as a result of the conversion.

What will happen in the Merger?

Pursuant to the Merger Agreement, Merger Sub will merge with and into Uniti, with Uniti surviving the Merger as an indirect wholly owned subsidiary of New Uniti. After the Merger, Uniti common stock will be delisted from the Nasdaq Global Market (“Nasdaq”) and deregistered under the 1934 Act. Uniti stockholders and pre-closing Windstream equityholders will receive certain equity interests in New Uniti in connection with the Merger. Following the Merger, New Uniti Common Stock is expected to be listed on Nasdaq. New Uniti will not qualify as a real estate investment trust (a “REIT”) for U.S. federal income tax purposes.

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What will I receive in the Merger?

If the Merger is completed, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of Uniti Common Stock will automatically be canceled and retired and converted into the right to receive a number of shares of New Uniti Common Stock equal to the Exchange Ratio. The Exchange Ratio will be obtained by dividing (i) the aggregate number of shares of New Uniti Common Stock (excluding shares in respect of Uniti Restricted Stock Awards (as defined below)) that would be issued to holders of Uniti Common Shares and holders of vested Uniti PSU Awards (as defined below) as of the Effective Time if such holders were to receive, in respect of such securities, 57.68% of all shares of New Uniti Common Stock outstanding as of immediately following the Effective Time on an as converted and fully diluted basis, after giving effect to the closing of the Merger (the “Closing”) (after giving effect to certain issuances of securities of New Uniti and excluding certain other securities to properly apportion dilution, all such shares of New Uniti Common Stock outstanding at such time, the “Pro Forma Share Total”) by (ii) the aggregate number of shares of Uniti Common Stock (excluding shares in respect of Uniti Restricted Stock Awards) issued and outstanding as of immediately prior to the Effective Time (including in respect of Uniti Common Shares subject to Uniti PSU Awards that have vested but not settled and any shares issued or issuable under any Excess Uniti Equity Awards (as defined in the Merger Agreement) (at target performance, to the extent applicable), but excluding certain other securities to properly apportion dilution) (together with any cash in lieu of fractional shares of New Uniti Common Stock, the “Uniti Merger Consideration”), without interest and subject to any withholding of taxes required by applicable law.

For illustrative purposes only, assume there are (i) 242,443,090 shares of Uniti Common Stock issued and outstanding immediately prior to Closing (including those underlying vested Uniti PSU Awards, those issuable to repurchase equity of certain subsidiaries from third party holders and those issued or issuable under any Excess Uniti Equity Awards, but excluding certain other securities), which is the number of shares of Uniti Common Stock issued and outstanding (assuming all of the stock issuances described above would have occurred) as of January 9, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus, and (ii) 108,382,662 units of Windstream equity issued and outstanding (including those underlying the existing warrants issued by Windstream and certain Windstream equity awards, but excluding certain other equity awards that will be settled in cash at or prior to the Closing), which is the number of units of Windstream equity issued and outstanding (assuming the settlement of certain equity awards described above would have occurred) as of January 9, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus. The Exchange Ratio is calculated by first multiplying the outstanding units of Windstream equity (i.e. , 108,382,662) by 136.29% (which is the “Pro Forma Share Total Factor,” calculated as 57.68% divided by (1-57.68%)), and then dividing that product by the aggregate number of shares of Uniti Common Stock then outstanding (i.e., 242,443,090). This would result in the Exchange Ratio being approximately 0.6093, and each outstanding share of Uniti Common Stock at the Effective Time would be converted into approximately 0.6093 shares of New Uniti Common Stock, with holders receiving cash in lieu of fractional shares. Therefore, legacy Uniti stockholders would receive shares of New Uniti Common Stock representing approximately 62% of New Uniti Common Stock outstanding immediately following the Merger, and legacy Windstream equityholders would receive shares of New Uniti Common Stock representing approximately 38% of New Uniti Common Stock outstanding immediately following the Merger.

Any other issuances of New Uniti Common Stock following the Closing, including pursuant to the Windstream MIP, Converted PSUs and Converted Restricted Stock Awards (as defined in the Merger Agreement), would further dilute all New Uniti stockholders (including legacy Uniti stockholders and legacy Windstream equityholders) on a pro rata basis.

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Who will own Uniti after the Merger?

Without giving effect to conversion of any outstanding convertible securities, the redemption or repurchase of the New Uniti Preferred Stock (as defined below) or the exercise of the New Uniti Warrants, Uniti stockholders and Windstream equityholders are expected to receive approximately 62% and 38% of the New Uniti Common Stock outstanding immediately following the Merger, respectively. As of the date of this proxy statement/prospectus, an affiliate of Elliott (as defined below) is Windstream’s largest equityholder, and affiliates of Elliott are expected to continue to be the largest stockholders of New Uniti after the Closing. See “Beneficial Ownership of Securities — Security Ownership of Certain Beneficial Owners and Management of New Uniti” for more information about ownership of New Uniti by New Uniti’s directors, executive officers and greater than five percent stockholders.

How will I receive the Uniti Merger Consideration to which I am entitled?

The conversion of Uniti Common Shares into the right to receive the Uniti Merger Consideration will occur automatically upon the Closing. Promptly after the Effective Time and in any event within two business days thereafter, an exchange agent will mail to each holder of Uniti Common Shares at the Effective Time a letter of transmittal and instructions for use in effecting the surrender of certificates representing Uniti Common Shares (“Certificates”) and book-entry shares representing Uniti Common Shares (“Uncertificated Shares”) in exchange for the Merger Consideration. Upon receipt by the exchange agent of (i) Certificates together with a properly completed letter of transmittal or (ii) receipt of an “agent’s message” by the exchange agent (or such other evidence, if any, of transfer as the exchange agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holder of such Certificates or Uncertificated Shares will be entitled to receive the Uniti Merger Consideration in exchange therefor.

Will the Merger be taxable to stockholders?

Based on the transaction structure set forth in the Merger Agreement, Uniti expects that the receipt of the Uniti Merger Consideration by Uniti stockholders in exchange for Uniti Common Shares pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes, in which case a U.S. Holder (as defined below under “Material U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Merger — U.S. Holders”) generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (a) the fair market value of the shares of New Uniti Common Stock received by the U.S. Holder in the Merger and the amount of cash received in lieu of fractional shares of New Uniti Common Stock and (b) the U.S. Holder’s adjusted tax basis in the Uniti Common Shares surrendered in the Merger. Uniti stockholders may be liable for U.S. federal, state and/or local income taxes with respect to any such gain recognized on the transaction, even though they will not receive any cash in the transaction.

Except in certain specific circumstances described under “Material U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Merger — Non-U.S. Holders,” a Non-U.S. Holder (as defined below under “Material U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Merger — Non-U.S. Holders”) generally will not be subject to U.S. federal income tax unless the Non-U.S. Holder has certain connections with the United States.

However, as discussed below under “Risk Factors — Risks Related to the Merger — If Uniti exercises its rights under the Merger Agreement to effect the Merger using an alternative transaction structure, Uniti expects that New Uniti would not receive a step-up in the tax basis of any of Uniti’s assets, reducing potential tax savings for New Uniti that otherwise would result from the Merger” in certain circumstances, it is possible that Uniti may exercise its rights under the Merger Agreement to elect to effect the Merger using an alternative transaction structure that is intended to be a tax-free transaction to Uniti stockholders for U.S. federal income tax purposes, in which case Uniti stockholders would not recognize any gain, and would not be permitted to recognize any loss, realized on the receipt of the Uniti Merger Consideration by Uniti stockholders in exchange for Uniti Common Shares pursuant to the

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Merger (except for any gain or loss that may result from the receipt of cash in lieu of a fractional share of New Uniti Common Stock). However, there can be no assurance that Uniti will exercise its rights under the Merger Agreement to elect to effect the Merger using an alternative transaction structure. For a more detailed summary of the tax consequences of the Merger under the alternative structure, see the section below entitled “Material U.S. Federal Income Tax Considerations — Tax Consequences of the Merger if Uniti Elects to Effect the Merger Using an Alternative Transaction Structure.”

The U.S. federal income tax consequences described above may not apply to all holders of Uniti Common Shares. You should read the section entitled “Material U.S. Federal Income Tax Considerations” for a more complete discussion of the U.S. federal income tax consequences of the Merger. Tax matters can be complicated and the tax consequences of the Merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the applicable U.S. federal, state, local and non-U.S. tax consequences of the Merger to you.

Who will the directors and officers of New Uniti be?

Following the Closing, the initial board of New Uniti will be comprised of nine directors and is expected to include the five current Uniti directors, two directors nominated by Elliott pursuant to the Elliott Stockholder Agreement (as defined below) and two directors jointly selected by Uniti and Elliott. Uniti’s existing senior management team (consisting of the President and Chief Executive Officer, Senior Vice President and Chief Financial Officer, Executive Vice President — General Counsel and Secretary, Executive Vice President — Chief Technology Officer and Senior Vice President and Chief Revenue Officer) will comprise the senior management of New Uniti following the Closing.

Do I have appraisal rights if I object to the proposed Merger?

There are no appraisal rights in connection with the Merger with respect to Uniti Common Shares. See the section entitled “Appraisal Rights,” beginning on page 242 of this proxy statement/prospectus.

What happens if the Merger is not consummated?

If Uniti does not complete the Merger, it may be required to pay to Windstream certain fees, expense reimbursement, and/or damages. If the Merger Agreement is terminated because the Uniti stockholders do not approve the Merger Proposal, Uniti will be required to pay to Windstream reasonable and documented out-of-pocket third-party expenses incurred by Windstream and its affiliates and equityholders in connection with the Merger and the Transactions, up to $25,000,000. In the event the Merger Agreement is terminated by Windstream as a result of a breach by Uniti of certain financing-related representations, warranties and covenants, Uniti will be required to pay a termination fee of $75,000,000 to Windstream. In the event the Merger Agreement is terminated by Uniti to enter into a superior proposal or by Windstream as a result of an adverse recommendation change by the Uniti Board or in certain other circumstances, Uniti will be required to pay to Windstream a termination fee of $55,000,000. In the event of a willful breach by Uniti or Windstream, such breaching party may also be liable to the other party for damages. See “The Merger Agreement — Termination — Termination Fees,” beginning on page 229 of this proxy statement/prospectus.

When do you expect the Merger to be completed?

It is currently anticipated that the Merger will be consummated in the second half of 2025. For a description of the conditions to the Closing, see the section entitled “The Merger Agreement — Conditions to Closing,” beginning on page 227 of this proxy statement/prospectus.

Is the completion of the Merger subject to any conditions?

Yes. Uniti and Windstream are not required to complete the Merger unless certain conditions are satisfied or waived. These conditions include, among others, the approval of the Merger Proposal by holders of a majority of outstanding Uniti Common Shares, the expiration or termination of any applicable waiting period, or any extension thereof, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) (without the imposition of a Burdensome Condition (as

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defined below)), the receipt of approvals from the Federal Communications Commission (“FCC”) and certain state public utility commissions, that this proxy statement/prospectus shall have been declared effective by the SEC and that the New Uniti Common Stock to be issued in the Merger and such other shares to be reserved for issuance in connection with the Merger shall have been approved for listing on Nasdaq. For a more complete summary of the conditions that must be satisfied or waived prior to the Closing, see “The Merger Agreement — Conditions to Closing.”

What do I need to do now?

Uniti urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes, and to consider how the Merger will affect you as a Uniti stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

How do I vote?

If you are a holder of record of Uniti Common Shares on the Record Date, you may vote at the Special Meeting or by submitting a proxy in advance of the Special Meeting. You may submit your proxy by telephone or via the internet by following the instructions on the enclosed proxy card (internet and telephone voting will be accessible until 11:59 p.m., Eastern Time, on April 1, 2025, the day before the Special Meeting) or by completing, signing, dating and returning the enclosed proxy card by mail in the accompanying pre-addressed postage paid envelope. If you sign your proxy card and return it but do not indicate how you would like to vote your shares on any or all proposals, your shares will be voted in accordance with the recommendation of the Uniti Board on such proposal(s).

All Uniti stockholders of record may vote online during the Special Meeting. Street name holders may vote online during the Special Meeting if they have a voting instruction form with a 16-digit control number. Street name holders should receive their voting instruction form from their broker, bank or other institution where they hold their account.

Beneficial stockholders who wish to attend may vote online during the Special Meeting if they have a voting instruction form with a 16-digit control number. Beneficial owners should contact the broker, bank or other institution where they hold their account to receive their voting instructions. Whether you plan to attend the Special Meeting or not, we encourage you to vote by proxy as soon as possible.

If my Uniti Common Shares are held in “street name,” will my broker, bank or nominee automatically vote my Uniti Common Shares for me?

No. Your broker, bank or other nominee cannot vote your Uniti Common Shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee. Broker non-votes are shares held in “street name” by brokers, banks and other nominees that are present or represented by proxy at the Special Meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or other nominee does not have discretionary voting power on such proposal. Under NYSE rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the proposals described in this proxy statement, and therefore, we do not expect any broker non-votes at the Special Meeting. As such, if a beneficial owner of Uniti Common Shares held in “street name” does not give voting instructions to the broker, bank or other nominee, and does not attend the Special Meeting themselves, then those shares will not be counted as present or represented by proxy at the Special Meeting.

May I change my vote after I have mailed my signed proxy card?

Yes. Stockholders may submit a later-dated, signed proxy card, whether over the internet, by telephone or by mail, so that it is received prior to the vote at the Special Meeting or attend the Special Meeting and vote. Stockholders also may revoke their proxy by sending a notice of revocation to Uniti’s Secretary

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at Uniti Group Inc., 2101 Riverfront Drive, Suite A, Little Rock, Arkansas 72202, which must be received prior to the vote at the Special Meeting.

If a Uniti stockholder holds shares through a bank, broker or other nominee, such stockholder should follow the instructions provided by his or her bank, broker or other nominee as to how to change or revoke his, her or its voting instructions before the Special Meeting. Alternatively, a Uniti stockholder may also revoke their proxy by attending the Special Meeting virtually, using his, her or its unique 16-digit control number and voting his, her or its shares online during the Special Meeting.

What happens if I sell my Uniti Common Shares before the Special Meeting?

If you transfer your shares after the Record Date but before the Special Meeting, you will retain the right to vote such shares at the Special Meeting, but you will have transferred the right to receive the Uniti Merger Consideration to the person to whom you transfer your shares. In order to receive the Uniti Merger Consideration, you must hold your Uniti Common Shares through the Closing.

What happens if I sell my Uniti Common Shares after the Special Meeting but before the Effective Time?

If you transfer your shares after the Special Meeting but before the Effective Time, you will have transferred the right to receive the Uniti Merger Consideration to the person to whom you transfer your shares. In order to receive the Uniti Merger Consideration, you must hold your Uniti Common Shares through the Closing.

What constitutes a quorum for the Special Meeting?

A quorum is the minimum number of Uniti Common Shares that must be present or represented by a valid proxy to hold a valid Special Meeting. A quorum will be present at the Special Meeting if stockholders entitled to cast a majority of all the votes entitled to be cast at the Special Meeting are present at the virtual meeting in person or represented by proxy. Abstentions and broker non-votes, if any, will be counted as present for purposes of establishing a quorum.

What stockholder vote thresholds are required for the approval of each proposal brought before the meeting?

The approval of each of the Merger Proposal, Interim Charter Amendment Proposal and the Delaware Conversion Proposal requires the affirmative vote of a majority of all the votes entitled to be cast thereon. The approval of each other Proposal requires the affirmative vote of a majority of the votes cast thereon at the Special Meeting, assuming a quorum is present.

Accordingly, a Uniti stockholder’s failure to vote or abstention as well as a broker non-vote, if any, will have the same effect as voting “AGAINST” the Merger Proposal, the Interim Charter Amendment Proposal and the Delaware Conversion Proposal. Failures to vote, abstentions and broker non-votes, if any, will have no effect on the vote any other Proposal (assuming a quorum is present).

Are there any Uniti stockholders who have already committed to voting in favor of the Merger Proposal at the Special Meeting?

Yes. In connection with the Merger Agreement, the Voting Stockholders, which are entities affiliated with Elliott, agreed to vote all their Uniti Common Shares in favor of the Merger Proposal and any other stockholder authorization action reasonably requested by Uniti, including the Interim Charter Amendment Proposal. Such entities hold approximately 4.15% of all Uniti Common Shares. Additionally, as of the Record Date, Uniti’s directors and executive officers, as a group, owned and were entitled to vote 6,035,511 Uniti Common Shares. Uniti currently expects that these directors and executive officers will vote their shares in favor of the Merger Proposal and each of the other Proposals, although none of the directors and executive officers are obligated to do so. If all current directors and executive officers of Uniti, together with such entities affiliated with EIM, vote to approve each of the Merger Proposal, the Interim Charter Amendment Proposal and the Delaware Conversion Proposal, approximately 43.48% of the remaining votes entitled to be cast thereon would still be needed for the approval of such Proposals. The approval of each other Proposals requires the affirmative vote of a majority of the

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votes cast thereon at the Special Meeting. No other Uniti stockholder entered into any voting or similar agreement with Uniti mandating such stockholder to vote its Uniti Common Stock in favor of the Merger Proposal in connection with the Merger Agreement. See “Other Agreements Related to the Transactions — Voting Agreement,” beginning on page 232 of this proxy statement/prospectus.

What interests does Elliott have in New Uniti?

Elliott has interests in New Uniti that may be different from, or in addition to, the interests of New Uniti’s stockholders. These interests potentially include, among others, that the Elliott Stockholders (as defined below) are collectively expected to be the largest holders of New Uniti Common Stock, New Uniti Warrants and New Uniti Preferred Stock immediately after the Merger and will have influence over New Uniti. Elliott is expected to be able to influence matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other extraordinary transactions. Elliott may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. Accordingly, Elliott’s influence over New Uniti could negatively impact the trading price of New Uniti Common Stock. In addition to its significant ownership of New Uniti Common Stock, New Uniti Warrants and New Uniti Preferred Stock, the Elliott Stockholders will enter into a Stockholder Agreement with New Uniti pursuant to which Elliott will have the right, but not the obligation, to select two designees to the board of directors of New Uniti, as well as the right to jointly select with Uniti two additional designees to the board of directors of New Uniti, though Elliott will also be subject to certain standstill and transfer restrictions for a certain period following the Closing. The Elliott Stockholders will also enter into a Registration Rights Agreement with New Uniti, pursuant to which the Elliott Stockholders will receive customary piggyback and demand registration rights. Furthermore, as the largest holder of New Uniti Preferred Stock, Elliott could prioritize its New Uniti Preferred Stock holdings over its New Uniti Common Stock holdings, which could result in Elliott voting its New Uniti Common Stock in a way with which you disagree and which may be adverse to your interests. Additionally, following the tenth anniversary of the initial issuance of the New Uniti Preferred Stock, affiliates of Elliott may require New Uniti to repurchase the New Uniti Preferred Stock at a price equal to 100% of the liquidation preference of the New Uniti Preferred Stock to be repurchased plus accrued and unpaid dividends on such New Uniti Preferred Stock, subject to certain limitations.

What happens if I fail to take any action with respect to the Special Meeting?

If you fail to take any action with respect to the Special Meeting and the Merger is approved by Uniti’s stockholders and consummated, you will receive the Uniti Merger Consideration and become a stockholder of New Uniti. If you fail to take any action with respect to the Special Meeting and the Merger Proposal is not approved, you will continue to be a stockholder of Uniti. For more information on the rights accompanying ownership of New Uniti Common Stock, see the Section “Comparison of Stockholder Rights,” beginning on page 262 of this proxy statement/prospectus.

What should I do with my share certificates?

After the Closing, Uniti stockholders will receive instructions regarding the exchange of their Uniti Common Shares for shares of New Uniti Common Stock.

What should I do if I receive more than one set of voting materials?

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction forms. For example, if you hold your Uniti Common Shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold Uniti Common Shares. If you are a holder of record and your Uniti Common Shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction form that you receive in order to cast a vote with respect to all of your Uniti Common Shares.

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Who is soliciting my proxy?

The Uniti Board is soliciting your proxy, and Uniti will bear the cost of soliciting proxies. Innisfree M&A Incorporated (“Innisfree”) has been retained to assist with the solicitation of proxies. Innisfree will be paid a solicitation fee of approximately $150,000 and will be reimbursed for its reasonable out-of-pocket expenses relating to the Special Meeting. Solicitation initially will be made by mail and e-mail. Forms of proxies and proxy materials may also be distributed through brokers, custodians, and other like parties to the beneficial owners of Uniti Common Shares, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by Innisfree or, without additional compensation, by certain of Uniti’s directors, officers and employees.

Who will count the votes?

A representative from Broadridge Financial Solutions, Inc. (“Broadridge”) will serve as the inspector of election.

Where can I find voting results of the Special Meeting?

Uniti intends to announce preliminary voting results at the Special Meeting and publish final results on a Current Report on Form 8-K that will be filed with the SEC following the Special Meeting. All reports that Uniti files with the SEC are publicly available when filed.

Who can help answer my questions?

If you have questions about the Merger or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

Uniti Group Inc.
2101 Riverfront Drive, Suite A
Little Rock, Arkansas 72202
Tel: (501) 850-0820
Email: investor.relations@uniti.com

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll-free: (877) 750-0510
Banks and brokers may call collect: (212) 750-5833

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information contained in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should carefully read this entire proxy statement/prospectus, including the Annexes and accompanying financial statements of Uniti, Windstream and each of their subsidiaries, to fully understand the proposed Transactions before voting on the Proposals. Please see the section entitled “Where You Can Find Additional Information” beginning on page 290 of this proxy statement/prospectus.

The Companies

Windstream

Windstream is a privately-held communications company that connects customers to new opportunities and possibilities by leveraging its nationwide network to deliver a full suite of advanced communications services. Windstream provides fiber-based broadband to residential and small business customers in 18 states, managed cloud communications and security services for large enterprises and government entities across the United States, and tailored waves and transport solutions for carriers, content providers and large cloud computing and storage service providers in the United States and Canada.

The mailing address of Windstream’s principal executive office is 4005 Rodney Parham Road, Little Rock, Arkansas, 72212 and its telephone number is (501) 748-7000.

Uniti

Uniti is an independent, internally managed REIT engaged in the acquisition, construction and leasing of mission critical infrastructure in the communications industry. Uniti is principally focused on acquiring and constructing fiber optic, copper and coaxial broadband networks and data centers.

The mailing address of Uniti’s principal executive office is 2101 Riverfront Drive, Suite A, Little Rock, Arkansas, 72202 and its telephone number is (501) 850-0820.

New Uniti and New Windstream LLC

On April 19, 2024 and in anticipation of signing the Merger Agreement, Windstream formed New Windstream, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Windstream (“New Windstream LLC”). On that same day, New Windstream LLC formed New Uniti as a wholly owned subsidiary. The formation of New Windstream LLC and New Uniti is referred to herein as the “Pre-Signing Windstream Restructuring.”

New Uniti and New Windstream LLC have no assets and have not carried on any activities or operations to date, except for those activities incidental to their formation or undertaken in connection with the transaction.

The mailing address of New Uniti’s principal executive office is 4005 Rodney Parham Road, Little Rock, Arkansas 72212 and its telephone number is (501) 748-7000.

Significant Stockholders

Elliott

EIM manages approximately $69.7 billion of assets as of June 30, 2024. Founded in 1977, EIM is one of the oldest fund managers under continuous management. Investors in the funds managed by EIM include pension plans, sovereign wealth funds, endowments, charitable organizations, funds-of-funds, insurance companies, high net worth individuals and families, and employees of the firm.

As of the date of this proxy statement/prospectus, an affiliate of Elliott is Windstream’s largest equityholder and has significant governance rights, including the right to nominate managers to the Windstream Board (as defined below). The Voting Stockholders, which are entities affiliated with Elliott,

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also own approximately 4.15% of the total outstanding shares of Uniti Common Stock and, pursuant to the Voting Agreement described below, have committed to vote all such Uniti Common Stock in favor of the Merger. As a result, Elliott affiliates will receive securities of New Uniti in the Merger on account of its pre-Merger equity ownership of both Windstream and New Uniti. Immediately following the Closing, the Elliott Stockholders, collectively, are expected to be the largest holders of New Uniti Common Stock and the Elliott Stockholders will collectively hold the majority of the outstanding New Uniti Preferred Stock. See “Beneficial Ownership of Securities” for more information about Elliott and its affiliates’ ownership of New Uniti securities.

In addition to its significant ownership of New Uniti securities, the Elliott Stockholders will enter into a Stockholder Agreement with New Uniti pursuant to which Elliott will have the right, but not the obligation, to select two designees to the board of directors of New Uniti, as well as the right to jointly select with Uniti two additional designees to the board of directors of New Uniti. As a result, Elliott will continue to have influence over New Uniti following the Merger, including over the outcome of key transactions, though Elliott will also be subject to certain standstill and transfer restrictions for a certain period following the Closing. Additionally, the Elliott Stockholders will enter into a Registration Rights Agreement with New Uniti, pursuant to which the Elliott Stockholders will receive customary piggyback and demand registration rights. Elliott may also have interests that differ from other holders of New Uniti Common Stock, including as a result of the Elliott Stockholders’ ownership of the New Uniti Preferred Stock. See “Other Agreements Related to the Transactions — Elliott Stockholder Agreement,” “Other Agreements Related to the Transactions — Registration Rights Agreement” and “Description of Securities Following the Merger — Series A Preferred Stock.” As described in “The Merger — Background of the Merger,” affiliates of EIM participated in certain negotiations related to the Merger and the Merger Agreement, as well as the negotiation of the Stockholder Agreement and Registration Rights Agreement to which Elliott and its affiliates will be parties.

Overview of the Merger Agreement and Agreements Related to the Merger Agreement

Merger Agreement (see page 209)

The terms and conditions of the Merger are contained in the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Merger Agreement carefully, as it is the legal document that governs the Merger.

If the Merger Proposal is approved and the Merger is subsequently completed, Merger Sub will merge with and into Uniti, with Uniti surviving the merger as a wholly owned subsidiary of New Uniti. New Uniti will not qualify as a REIT for U.S. federal income tax purposes.

Merger Consideration (see page 159)

Pursuant to the Merger Agreement, at the Effective Time and as a result of the Merger, each issued and outstanding Uniti Common Share will automatically be canceled and converted into the right to receive a number of shares of New Uniti Common Stock equal to the Exchange Ratio, without interest and subject to any withholding of taxes required by applicable law. Without giving effect to conversion of any outstanding convertible securities, the redemption or repurchase of the New Uniti Preferred Stock or the exercise of the New Uniti Warrants, Uniti stockholders are expected to receive approximately 62% of New Uniti Common Stock outstanding immediately following the Merger and pre-Closing Windstream equityholders are expected to receive approximately 38% of New Uniti Common Stock outstanding immediately following the Merger.

The Windstream Rights Offering and Windstream Tender Offer (see page 156)

On September 26, 2024, Windstream commenced a rights offering (the “Windstream Rights Offering”) pursuant to which all Windstream equityholders were offered the right to purchase pre-funded warrants of Windstream (the “Rights Offering Warrants”). The Windstream Rights Offering subscription period expired on October 25, 2024. The Rights Offering Warrants have substantially the same terms as the outstanding units of Windstream (including a right of first refusal and transfer restrictions). Concurrently with the commencement of the Windstream Rights Offering, Windstream launched a tender offer (the “Windstream

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Tender Offer”) pursuant to which Windstream offered to purchase all outstanding units of Windstream from Windstream equityholders. The proceeds from the Windstream Rights Offering will be used to fund the Windstream Tender Offer. As of the date of this proxy statement/prospectus, the Windstream Tender Offer remains open. Windstream may extend the Windstream Tender Offer at its discretion, and presently intends to do so until (i) receipt of the Pre-Closing Windstream Reorganization Regulatory Approvals (as defined below) and (ii) the affirmative vote of Uniti stockholders to approve the Merger Proposal. The completion of the Windstream Rights Offering and Windstream Tender Offer are subject to the receipt of the Pre-Closing Windstream Reorganization Regulatory Approvals and the Uniti Stockholder Approval. Neither the Windstream Rights Offering nor the Windstream Tender Offer are conditions to the Closing, nor will their completion be conditioned on the Closing.

The Windstream Tender Offer and Windstream Rights Offering are intended to provide Windstream equityholders with liquidity for their outstanding units through the Windstream Tender Offer or an opportunity to participate in the funding of the Windstream Tender Offer by participating in the Windstream Rights Offering. All Windstream equityholders, other than Oaktree Capital Management (“Oaktree”), which agreed to sell all of its units in the Windstream Tender Offer (subject to Windstream’s right to reject up to 300,000 Windstream units tendered by Oaktree in certain circumstances), have been provided with the same options, including the option to decline both the Windstream Tender Offer and Windstream Rights Offering and to receive their pro rata portion of the New Uniti Common Stock, New Uniti Preferred Stock and New Uniti Warrants and the right to receive their pro rata portion of the Closing Cash Payment in connection with the Closing.

Windstream F Reorganization (see page 156)

After receipt or satisfaction of the Pre-Closing Windstream Reorganization Regulatory Approvals, New Windstream LLC will form a new Delaware limited liability company and a direct wholly owned subsidiary of New Windstream (“New Windstream Topco”). New Windstream Topco will then form a new Delaware limited liability company and a direct wholly owned subsidiary of New Windstream Topco (“New Windstream Midco”). Lastly, New Windstream Midco will form New Windstream Holdings II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of New Windstream Midco (“New Windstream Holdings II”). Following the formation of New Windstream Holdings II, New Windstream LLC will elect to be treated as a corporation for U.S. federal income tax purposes. Thereafter, Windstream will merge with and into New Windstream Holdings II, with New Windstream Holdings II surviving the merger as the successor to Windstream (the “F-Reorg Merger”). In connection with the F-Reorg Merger, Windstream equityholders will receive common units of New Windstream LLC (“New Windstream Units”) and warrants exchangeable for common units of New Windstream LLC (“New Windstream Warrants”), and New Windstream Holdings II (as successor to Windstream) will be automatically released from, and New Windstream LLC will be joined to, the Merger Agreement. Additionally, New Windstream Holdings II will succeed to Windstream’s obligation as guarantor and as “Holdings” under the Windstream Revolver, and New Windstream LLC will assume any outstanding awards under the Windstream MIP. The transactions described in this paragraph, the completion of which is a condition to Closing, are referred to herein as the “Windstream F Reorganization.”

Windstream Internal Reorg Merger (see page 157)

Prior to the Closing Date, New Windstream Midco will form Windstream New Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of New Windstream Midco (“New Holdings”). New Windstream Midco and New Holdings will then form either a Maryland or Delaware limited partnership and a subsidiary of New Windstream Midco and New Holdings (“Holdco”). Holdco will then form either a Maryland or Delaware limited liability company and a direct wholly owned subsidiary of Holdco (“Merger Sub”).

On the Closing Date and prior to the Closing, New Windstream LLC will merge with and into New Uniti, with New Uniti surviving the merger (the “Internal Reorg Merger”). As consideration for the Internal Reorg Merger, each New Windstream LLC equityholder will receive (i) a pro rata portion of New Uniti Common Stock representing, in the aggregate, approximately 38% of the outstanding shares of New Uniti Common Stock (immediately following the Closing and without giving effect to conversion of any convertible

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securities or New Uniti Warrants to be issued in connection with the Merger), (ii) a pro rata portion of New Uniti Preferred Stock, (iii) a pro rata portion of New Uniti Warrants and (iv) the right to receive their respective pro rata portion of the Closing Cash Payment (which is contingent upon the occurrence of the Closing). The completion of the Internal Reorg Merger is a condition to Closing.

Voting Agreement (see page 232)

Concurrently with the entry into the Merger Agreement, EIM, Elliott Associates, L.P. (“EALP”), Elliott International, L.P. (“EILP” and, together with EIM and EALP, “Elliott”), DEVONIAN II ICAV, an investment vehicle affiliated with Elliott (“Devonian” and, together with EALP, the “Voting Stockholders”), and Uniti entered into a voting agreement, in the form attached hereto as Annex B (the “Voting Agreement”), pursuant to which, among other things, each Voting Stockholder agreed to vote all of their Uniti Common Shares in favor of (i) the approval of the Merger pursuant to the Merger Agreement and the other Transactions and (ii) any stockholder authorization action reasonably requested by Uniti in furtherance of the foregoing, including the Interim Charter Amendment Proposal and the Delaware Conversion Proposal. The Voting Stockholders collectively hold approximately 4.15% of the outstanding Uniti Common Shares.

Unitholder Agreements (see page 232)

Concurrently with the entry into the Merger Agreement, (i) Elliott and Nexus Aggregator L.P. (“Nexus” and, together with Elliott, collectively, the “Elliott Unitholders”), Uniti and Windstream entered into a Unitholder Agreement, in the form attached hereto as Annex C (the “Elliott Unitholder Agreement”) and (ii) certain legacy Windstream equityholders (collectively, the “Legacy Unitholders” and, together with the Elliott Unitholders, the “Unitholders”) and Uniti entered into a Unitholder Agreement, as amended by the First Amendment to the Unitholder Agreement, in the form attached hereto as Annex D (the “Legacy Windstream Unitholder Agreement” and, together with the Elliott Unitholder Agreement, the “Unitholder Agreements”).

Pursuant to the Unitholder Agreements, the Unitholders agreed to certain customary releases in favor of Uniti and certain of its related parties and Uniti agreed to certain customary releases in favor of the Unitholders and certain of their related parties. The Unitholders further agreed to certain customary “standstill” restrictions and certain customary obligations regarding non-solicitation of certain Uniti and Windstream employees and non-disparagement of Uniti and Windstream. In addition, the Unitholders agreed, subject to certain restrictions, to take certain actions in connection with Uniti and Windstream obtaining regulatory approvals that may be required in connection with the Merger.

Stockholder Agreements (see page 236)

At the Effective Time, (i) Elliott, Nexus and Devonian (collectively, the “Elliott Stockholders”) will enter into a stockholder agreement with New Uniti, substantially in the form attached hereto as Annex E (the “Elliott Stockholder Agreement”) and (ii) certain legacy Windstream and Uniti investors that are managed, advised, or sub-advised by a specified investor adviser (the “Investor Adviser” and such investors, the “Legacy Investors”) will enter into a stockholder agreement with New Uniti, substantially in the form attached hereto as Annex F (the “Legacy Investor Stockholder Agreement” and, together with the Elliott Stockholder Agreement, the “Stockholder Agreements”).

Pursuant to the Elliott Stockholder Agreement, Elliott will have the right, but not the obligation, to select two designees to the board of directors of New Uniti (the “New Uniti Board”), subject to certain adjustments, for so long as Elliott and its controlled affiliates collectively beneficially own a specified amount of New Uniti Common Stock. Pursuant to the Legacy Investor Stockholder Agreement, if the Investor Adviser’s controlled affiliates beneficially own common stock of New Uniti representing at least 5% of the issued and outstanding common stock of New Uniti immediately after the Closing on a fully-diluted basis (including treating New Uniti Warrants on an as-exercised basis), the Legacy Investors may jointly select a non-voting observer to the New Uniti Board, for so long as such entities beneficially own a specified amount of New Uniti Common Stock. Each of the Elliott Stockholders and the Legacy Investors agreed to certain customary lockups for the first six months following the Effective Time and certain customary standstill arrangements with respect to New Uniti.

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Registration Rights Agreement (see page 239)

In connection with the Closing, New Uniti will enter into a registration rights agreement (the “Registration Rights Agreement”) with the Elliott Stockholders and the Legacy Investors. Pursuant to the Registration Rights Agreement, the Elliott Stockholders and the Legacy Investors will receive customary piggyback and demand rights, with demands limited to two for each of the Elliott Stockholders and the Legacy Investors and an additional four shelf takedowns for each of the Elliott Stockholders and the Legacy Investors, subject to increases in connection with certain redemptions or repurchases of the New Uniti Preferred Stock that are settled in shares of New Uniti Common Stock. The Registration Rights Agreement will include customary cooperation and indemnification provisions.

New Uniti Organizational Documents and Certificate of Designations

Prior to the Closing Date (but no earlier than three Business Days prior to the Closing Date), at the effective time of the Internal Reorg Merger, New Uniti will adopt an amended and restated certificate of incorporation, bylaws and certificate of designations for the New Uniti Preferred Stock, which will set forth, among other things, the rights, preferences, privileges and restrictions of the New Uniti Common Stock and New Uniti Preferred Stock.

Holders of New Uniti Preferred Stock will be entitled to receive cumulative dividends at the applicable dividend rate on the liquidation preference per share of the New Uniti Preferred Stock, payable quarterly in cash or compounded by adding to the liquidation preference of New Uniti Preferred Stock, at the option of New Uniti. The dividend rate will initially be 11% per year for the first six years after the initial issuance of the New Uniti Preferred Stock, subject to certain increases thereafter and during periods in which an event of default has occurred under any material debt of New Uniti or its subsidiaries. New Uniti may redeem the New Uniti Preferred Stock at its option at any time at a price per share equal to (i) for the first three years after the initial issuance thereof, $1,400 minus any cash dividends paid on such New Uniti Preferred Stock and (ii) thereafter, 100% of the liquidation preference of the New Uniti Preferred Stock to be redeemed plus accrued and unpaid dividends on such New Uniti Preferred Stock.

Following the tenth anniversary of the initial issuance of the New Uniti Preferred Stock, affiliates of Elliott may require New Uniti to repurchase the New Uniti Preferred Stock at a price equal to 100% of the liquidation preference of the New Uniti Preferred Stock to be repurchased plus accrued and unpaid dividends on such New Uniti Preferred Stock, subject to certain limitations.

Upon a change of control of New Uniti, the holders of the New Uniti Preferred Stock may require New Uniti to repurchase the New Uniti Preferred Stock at a price equal to 100% of the liquidation preference of the New Uniti Preferred Stock to be repurchased plus accrued and unpaid dividends on such shares of New Uniti Preferred Stock.

The certificate of incorporation will contain certain restrictions on transfers related to FCC regulations regarding foreign ownership.

The affirmative vote of holders of at least a majority of the voting power of New Uniti’s outstanding shares of stock will generally be required to amend the certificate of incorporation, other than certain provisions that may be amended only by the affirmative vote of holders of at least 66 2∕3% of the voting power of its outstanding shares of voting stock, voting together as a single class.

Please see “Description of Securities Following the Merger,” beginning on page 256 of this proxy statement/prospectus, for a fuller description of such organizational documents.

Warrant Agreement (see page 239)

In connection with the Transactions, New Uniti will issue warrants to purchase New Uniti Common Stock (the “New Uniti Warrants”) under a warrant agreement, to be dated the date of the initial issuance thereof, between New Uniti and a warrant agent (the “Warrant Agreement”). Subject to certain ownership limitations, each New Uniti Warrant will entitle the registered holder thereof to purchase, initially, one share of New Uniti Common Stock for $0.01 per share during the exercise period, subject to customary adjustments set forth in the Warrant Agreement. The exercise period will commence on the third anniversary

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of the initial issuance date of the New Uniti Warrants or, if earlier, upon any change of control of New Uniti or the redemption of the corresponding New Uniti Preferred Stock. The New Uniti Warrants do not have any voting rights. Please see “Description of Securities Following the Merger — New Uniti Warrants,” beginning on page 261 of this proxy statement/prospectus, for a description of the agreement governing the New Uniti Warrants.

Special Meeting

Date, Time and Location. The Special Meeting will be held on April 2, 2025, beginning at 8:00 a.m., Eastern Time (with log-in beginning at 7:45 a.m., Eastern Time), unless adjourned or postponed to a later date. The Special Meeting will be a virtual only meeting conducted via live audio webcast at www.virtualshareholdermeeting.com/UNIT2025SM. You will need the 16-digit control number provided on your proxy card or voting instruction form in order to attend the Special Meeting. Because the Special Meeting is being conducted via live webcast, stockholders will not be able to attend the Special Meeting in person.

Purposes of the Special Meeting. The Special Meeting is being held to consider and vote upon the following proposals:

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Proposal 1 — The Merger Proposal: A proposal to approve the Merger, and the other actions and transactions contemplated by the Merger Agreement, a copy of which is attached as Annex A, which is further described in the section entitled “Proposal 1 — The Merger Proposal”;

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Proposal 2 — The Advisory Compensation Proposal: A proposal to approve on an advisory (non-binding) basis the compensation that may be paid or become payable to Uniti’s named executive officers that is based on or otherwise relates to the Merger, which is further described in the section entitled “Proposal 2 — The Advisory Compensation Proposal”;

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Proposal 3 — The Interim Charter Amendment Proposal: A proposal to approve the amendment to the charter of Uniti, which is further described in the sections titled “Proposal 3 — The Interim Charter Amendment Proposal” and “The Merger Agreement — Charter Amendment” and a copy of which is attached to this proxy statement/prospectus as Annex L;

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Proposal 4 — The Delaware Conversion Proposal: A proposal to convert Uniti to a Delaware corporation and approve the plan of conversion attached to this proxy statement/prospectus as Annex O, which is further described in the section entitled “Proposal 4 — The Delaware Conversion Proposal”; and

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Proposal 5 — The Adjournment Proposal: A proposal to approve, if necessary, the adjournment of the Special Meeting to a later date or dates to permit further solicitation and votes of proxies in the event that there are insufficient votes for one of more of the foregoing proposals or to ensure there are sufficient shares represented to constitute a quorum necessary to conduct the business of the Special Meeting, which proposal will only be presented at the Special Meeting if there are not sufficient shares represented to achieve a quorum or sufficient votes to approve one or more of the foregoing proposals, and which is further described in the section entitled “Proposal 5 — The Adjournment Proposal.”

Record Date; Stockholders Entitled to Vote. All Uniti stockholders who hold Uniti Common Shares at the close of business on February 10, 2025, which is the Record Date for the Special Meeting, are entitled to receive notice of, and to vote at, the Special Meeting. Only Uniti stockholders as of the close of business on the Record Date, or their duly appointed proxies, and invited guests of Uniti may attend the Special Meeting. “Street name” holders (those whose shares are held through a broker, bank or other nominee) may vote online during the Special Meeting if they have a voting instruction form with a 16-digit control number. Street name holders should receive their voting instruction form from their broker, bank or other institution where they hold their account. Each issued and outstanding Uniti Common Share as of the Record Date entitles its holder of record to one vote on each matter to be considered at the Special Meeting.

Quorum. In order for business to be conducted at the Special Meeting, a quorum must be present. A quorum will be present at the Special Meeting if stockholders entitled to cast a majority of all the votes

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entitled to be cast at such the Special Meeting are present at the virtual meeting in person or by proxy. Abstentions and broker non-votes, if any, will be counted as present for purposes of establishing a quorum.

Required Vote; Treatment of Abstentions and Failure to Vote. The votes required for each proposal are as follows:

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Proposal 1 — The Merger Proposal: The affirmative vote of a majority of all the votes entitled to be cast thereon is required to approve the Merger Proposal. The required vote on the Merger Proposal is based on the number of outstanding shares of Uniti Common Stock entitled to vote thereon — not the number of shares actually voted. The failure of any Uniti stockholder to submit a vote (i.e., by not submitting a proxy and not voting at the Special Meeting) and any abstention from voting by a Uniti stockholder will have the same effect as a vote “AGAINST” the Merger Proposal. Because the Merger Proposal is non-routine, brokers, banks and other nominees do not have discretionary authority to vote on the Merger Proposal, and will not be able to vote on the Merger Proposal absent instructions from the beneficial owner of any Uniti Common Shares held of record by them. As a result, a broker non-vote, if any, will have the same effect as a vote “AGAINST” the Merger Proposal.

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Proposal 2 — The Advisory Compensation Proposal: The affirmative vote of a majority of the votes cast thereon at the Special Meeting is required to approve the Advisory Compensation Proposal. The required vote on the Advisory Compensation Proposal is based on the number of Uniti Common Shares actually voted — not the number of outstanding shares of Uniti Common Stock entitled to be voted thereon. Assuming a quorum is present, abstentions and a failure to attend the Special Meeting virtually or by proxy and submit a vote will have no effect on the outcome of the vote on the Advisory Compensation Proposal. Brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, those shares will not be counted as present or represented by proxy at the Special Meeting and, as a result, will have no effect on the outcome of the vote on the Advisory Compensation Proposal (assuming a quorum is present). While the Uniti Board intends to consider the vote resulting from the Advisory Compensation Proposal, the vote is advisory only and therefore not binding on Uniti, and, if the proposed Merger is approved by Uniti stockholders and consummated, the compensation that is the subject of the Advisory Compensation Proposal, including amounts Uniti is contractually obligated to pay, will be payable even if the Advisory Compensation Proposal is not approved.

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Proposal 3 — The Interim Charter Amendment Proposal: The affirmative vote of a majority of all the votes entitled to be cast thereon is required to approve the Interim Charter Amendment Proposal. The required vote on the Interim Charter Amendment Proposal is based on the number of outstanding shares entitled to vote thereon — not the number of shares actually voted. The failure of any Uniti stockholder to submit a vote (i.e., by not submitting a proxy and not voting at the Special Meeting) and any abstention from voting by a Uniti stockholder will have the same effect as a vote “AGAINST” the Interim Charter Amendment Proposal. Because the Interim Charter Amendment Proposal is non-routine, brokers, banks and other nominees do not have discretionary authority to vote on the Interim Charter Amendment Proposal, and will not be able to vote on the Interim Charter Amendment Proposal absent instructions from the beneficial owner of any Uniti Common Shares held of record by them. As a result, a broker non-vote, if any, will have the same effect as a vote “AGAINST” the Interim Charter Amendment Proposal.

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Proposal 4 — The Delaware Conversion Proposal: The affirmative vote of a majority of all the votes entitled to be cast thereon is required to approve the Delaware Conversion Proposal. The required vote on the Delaware Conversion Proposal is based on the number of outstanding shares entitled to vote thereon — not the number of shares actually voted. The failure of any Uniti stockholder to submit a vote (i.e., by not submitting a proxy and not voting at the Special Meeting) and any abstention from voting by a Uniti stockholder will have the same effect as a vote “AGAINST” the Delaware Conversion Proposal. Because the Delaware Conversion Proposal is non-routine, brokers, banks and other nominees do not have discretionary authority to vote on the Delaware Conversion Proposal, and will not be able to vote on the Delaware Conversion Proposal absent instructions from the beneficial owner of any Uniti Common Shares held of record by them. As a result, a broker non-vote, if any, will have the same effect as a vote “AGAINST” the Delaware Conversion Proposal.

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Proposal 5 — The Adjournment Proposal: The affirmative vote of a majority of the votes cast thereon at the Special Meeting is required to approve the Adjournment Proposal. The required vote on the Adjournment Proposal is based on the number of Uniti Common Shares actually voted — not the number of outstanding shares. Assuming a quorum is present, abstentions and a failure to attend the Special Meeting virtually or by proxy and submit a vote will have no effect on the outcome of the vote on the Adjournment Proposal. Brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, those shares will not be counted as represented by proxy at the Special Meeting, and, as a result, will have no effect on the outcome of the vote on the Adjournment Proposal (assuming a quorum is present).

Share Ownership; Voting by Uniti’s Directors and Executive Officers and Certain Other Persons. As of the Record Date, Uniti’s directors and executive officers, as a group, owned and were entitled to vote 6,035,511 Uniti Common Shares. Uniti currently expects that these directors and executive officers will vote their shares in favor of the Merger Proposal and each of the other Proposals, although none of the directors and executive officers are obligated to do so. In addition, the Voting Stockholders, which are affiliates of EIM that collectively hold approximately 4.15% of the outstanding Uniti Common Shares have contractually agreed to vote all of their Uniti Common Shares in favor of (a) the approval of the Merger pursuant to the Merger Agreement and the other actions and transactions contemplated thereby and (b) any stockholder authorization action reasonably requested by Uniti in furtherance of the foregoing, including the Interim Charter Amendment Proposal and the Delaware Conversion Proposal.

Recommendation of the Uniti Board and Uniti’s Reasons for the Merger (see page 170)

At a meeting of the Uniti Board held on May 2, 2024, the Uniti Board unanimously determined (i) that the Merger Agreement and the other Transaction Agreements (including the Unitholder Agreements, the Voting Agreement, the Stockholder Agreements and the Registration Rights Agreement) and the actions and transactions contemplated thereby, including the Merger, the proposed amendment to Uniti’s charter that is the subject of the Interim Charter Amendment Proposal (attached as Annex L to this proxy statement/prospectus) (the “Charter Amendment”) and the pre-closing Uniti restructuring, are in the best interests of, Uniti and its stockholders, (ii) that the actions and transactions contemplated by the Merger Agreement and the other Transaction Agreements on the terms and conditions thereof, including the Merger, the Interim Charter Amendment Proposal and the pre-closing Uniti restructuring are advisable, (iii) that the approval of the Merger, the Interim Charter Amendment Proposal, the pre-closing Uniti restructuring and the other actions and transactions contemplated by the Merger Agreement and the other Transaction Agreements on the terms and conditions thereof shall be submitted to the Uniti stockholders for consideration at the Special Meeting, (iv) to recommend that the Uniti stockholders approve the Merger, the Interim Charter Amendment Proposal, the pre-closing Uniti restructuring and the other actions and transactions contemplated by the Merger Agreement and the other Transaction Agreements, and (v) to approve the Merger Agreement and the other Transaction Agreements (including the Unitholder Agreements, the Voting Agreement, the Stockholder Agreements and the Registration Rights Agreement). On May 16, 2024, the Committee, through a written consent signed by all of the members of the Committee, unanimously determined that it is in the best interests of Uniti to grant the Special Equity Grants and approved such Special Equity Grants, which are the subject of the Advisory Compensation Proposal. On October 9, 2024, the Uniti Board, through a written consent signed by all the directors, unanimously determined (i) that the Delaware Conversion (as defined below) and the Plan of Conversion (as defined below) are in the best interests of Uniti and its stockholders, (ii) that the Delaware Conversion and the Plan of Conversion are advisable, (iii) that the Delaware Conversion and the Plan of Conversion shall be submitted to the Uniti stockholders for consideration at the Special Meeting, (iv) to recommend that the Uniti stockholders approve the Delaware Conversion and the Plan of Conversion and (v) to approve the Delaware Conversion and the Plan of Conversion, including the certificate of incorporation attached thereto as Exhibit A. When you consider the Uniti Board’s recommendation, you should be aware that Uniti’s directors may have interests in the Merger that may be different from, or in addition to, the interests of Uniti’s stockholders generally. These interests are described in the section entitled “The Merger — Interests of Uniti’s Directors and Executive Officers in the Merger.”

The Uniti Board unanimously recommends that stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal, “FOR” the Interim Charter Amendment Proposal, “FOR”

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the Delaware Conversion Proposal and, if presented, “FOR” the Adjournment Proposal. See “The Merger — Recommendation of the Uniti Board and Uniti’s Reasons for the Merger” beginning on page 170 of this proxy statement/prospectus.

Opinion of J.P. Morgan Securities LLC to the Uniti Board (see page 183)

Uniti retained J.P. Morgan Securities LLC (“J.P. Morgan”) to act as a financial advisor to the Uniti Board in connection with the Uniti Board’s evaluation of the Merger. On May 2, 2024, J.P. Morgan rendered its oral opinion (which was subsequently confirmed by delivery of a written opinion dated as of May 3, 2024) to the Uniti Board that, as of such date and based upon and subject to the assumptions made, procedures followed and matters considered in, and limitations on, the review undertaken by J.P. Morgan in preparing its opinion, the Exchange Ratio in the Merger was fair, from a financial point of view, to the holders of Uniti Common Stock.

The summary of the written opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion, a copy of which is attached as Annex M and is incorporated by reference into this proxy statement. J.P. Morgan’s written opinion sets forth, among other things, the assumptions made, procedures followed and matters considered in, and limitations on the review undertaken by J.P. Morgan in preparing its opinion. Holders of Uniti Common Stock are urged to read the opinion in its entirety.

J.P. Morgan’s written opinion was addressed to the Uniti Board (in its capacity as such) in connection with and for the purposes of its evaluation of the Merger, was directed only to the Exchange Ratio in the Merger and did not address any other aspect of the Merger.

J.P. Morgan acted as a financial advisor to the Uniti Board with respect to providing its opinion in connection with the Uniti Board’s review of the Merger. Uniti has agreed to pay J.P. Morgan an aggregate fee of $7 million, all of which became payable upon the delivery of J.P. Morgan’s opinion. In addition, Uniti has agreed to reimburse J.P. Morgan for certain of its expenses incurred in connection with its services, including the fees and expenses of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement.

Opinion of Stephens Inc. to the Uniti Board (see page 174)

Uniti engaged Stephens Inc. (“Stephens”) to act as a financial advisor to the Uniti Board in connection with the Uniti Board’s evaluation of the Merger. As part of this engagement, Uniti requested that Stephens evaluate the fairness to the holders of Uniti Common Stock, from a financial point of view, of the Exchange Ratio. At a meeting of the Uniti Board held on May 2, 2024, Stephens rendered to the Uniti Board its opinion, subsequently confirmed in writing, to the effect that, as of such date and based upon and subject to the assumptions, limitations, qualifications and conditions described in its opinion, the Exchange Ratio was fair, from a financial point of view, to such holders (solely in their capacity as such).

The full text of the written opinion of Stephens, dated as of May 2, 2024, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering such opinion, is attached as Annex N to this proxy statement/prospectus and is incorporated herein by reference. Uniti encourages you to read such opinion carefully and in its entirety. Stephens’s opinion was addressed to, and provided for the information and benefit of, the Uniti Board (in its capacity as such) in connection with its evaluation of the proposed Merger. Such opinion does not constitute a recommendation to the Uniti Board or to any other persons in respect of the Merger, including as to how any holder of Uniti Common Shares should vote or act in respect of the Merger. Such opinion does not address the relative merits of the Merger as compared to other business or financial strategies that might be available to Uniti, nor does it address the underlying business decision of Uniti to engage in the Merger.

Board of Directors and Management Following the Merger (see page 202)

Effective as of the Effective Time, it is expected that (i) the board of directors of New Uniti will be the current members of the Uniti Board, two individuals designated by Elliott and two individuals mutually agreed upon by Uniti and Elliott and (ii) the current officers of Uniti will hold the same offices in New Uniti.

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Interests of Certain Directors, Officers and Affiliates of Windstream and Uniti

Interests of Windstream’s Directors and Executive Officers in the Merger (see page 205)

Windstream’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Windstream’s equityholders generally. The members of the Windstream Board were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement, and in recommending that Windstream equityholders approve and adopt the Merger Agreement. These interests potentially include, among others, that all outstanding time-based Windstream restricted units (“Windstream Restricted Units”) granted under the Windstream Holdings II, LLC 2020 Management Incentive Plan (the “Windstream MIP”) and held by Windstream’s executive officers and directors will accelerate and vest upon the earlier of the Closing and May 2, 2025. Participants in the Windstream MIP currently employed by Windstream and current members of the Windstream Board agreed to settle all issued and outstanding Windstream Restricted Units for cash consideration payable on or about May 2, 2025, or upon the Closing, whichever is earlier, in an estimated amount of approximately $19.5 million. Furthermore, current Windstream executive officers have agreed to the cancellation of all performance-based Windstream restricted units (“Windstream PSUs”) and all Windstream performance options (“Windstream Performance Options”) granted to them under the Windstream MIP that could have been eligible to vest upon the Closing. Finally, certain Windstream employees, including Windstream’s executive officers, have been granted cash transaction bonuses, the payment of which is subject to their continued employment through the Closing. On the Closing Date and on behalf of New Uniti, Uniti will pay or cause to be paid through Windstream’s payroll such transaction bonuses in an estimated aggregate amount of $20.0 million (including approximately $12.7 million to Windstream’s executive officers). Additionally, certain Windstream directors may serve on the New Uniti Board post-closing and may be compensated for such services pursuant to New Uniti’s director compensation program. Lastly, because the Merger will constitute a change in control of Windstream under the severance agreements Windstream has entered into with certain of its executive officers, the severance payable to those executive officers if they are involuntarily terminated within two years following the Closing will be enhanced relative to what would be paid upon an involuntary termination prior to the Closing.

Interests of Uniti’s Directors and Executive Officers in the Merger (see page 203)

Uniti’s executive officers have interests in the Merger that may be different from, or in addition to, the interests of the Uniti stockholders generally. The members of the Uniti Board were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement, and in recommending that Uniti stockholders approve the Merger. These interests include that Uniti executive officers have received a special grant of performance-based restricted stock units granted under Uniti’s 2015 Equity Incentive Plan, as amended and restated effective March 28, 2018 (the “Uniti Stock Plan” and such awards, the “Uniti PSU Awards”) and awards of restricted shares of Uniti Common Stock granted under the Uniti Stock Plan (each, a “Uniti Restricted Stock Award”) that will be eligible to begin vesting subject to the Closing and will not accelerate vesting upon the closing but will remain outstanding and eligible to vest based on service after the Closing.

See “The Merger — Interests of Uniti’s Directors and Executive Officers in the Merger” for a more detailed description of the interests of Uniti’s directors and executive officers.

Material U.S. Federal Income Tax Consequences

For a description of certain U.S. federal income tax consequences of the Merger and the ownership and disposition of New Uniti Common Stock, please see the information set forth in “Material U.S. Federal Income Tax Considerations” beginning on page 249 of this proxy statement/prospectus.

Accounting Treatment

The Merger will be accounted for as a reverse merger using the acquisition method of accounting, pursuant to Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with Windstream treated as the legal acquirer and Uniti treated as the

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accounting acquirer. Uniti has been determined to be the accounting acquirer primarily based on an evaluation of the following facts and circumstances:

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Uniti’s existing stockholders will hold the majority (approximately 62%) voting interest in New Uniti immediately following the Closing;

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Uniti’s existing five-member board of directors will comprise the majority of the nine-member New Uniti Board;

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Uniti’s existing senior management team (consisting of the President and Chief Executive Officer, Senior Vice President and Chief Financial Officer, Executive Vice President — General Counsel and Secretary, Executive Vice President — Chief Technology Officer and Senior Vice President and Chief Revenue Officer) will comprise the senior management of New Uniti;

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Uniti is the entity that will transfer cash to effectuate the Merger; and

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Upon the Closing, New Uniti will be renamed Uniti Group Inc. and is expected to trade under the Nasdaq ticker “UNIT.” See “— Listing” below.

ASC 805 requires the allocation of the purchase price consideration to the fair value of the identified assets acquired and liabilities assumed upon consummation of a business combination. Accordingly, the total purchase price from Uniti, as the accounting acquirer, to acquire Windstream will be allocated to the assets acquired and assumed liabilities of Windstream based upon preliminary estimated fair values. Any excess amounts after allocating the estimated consideration to identifiable tangible and intangible assets acquired and liabilities assumed will be recorded as goodwill; however, the net assets of Uniti will continue to be recognized at historical cost. Furthermore, because Uniti is treated as the accounting acquirer, prior period financial information presented in the New Uniti financial statements will reflect the historical activity of Uniti. See “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus for more detail.

Appraisal Rights

Appraisal rights in connection with the Merger are not available to holders of Uniti Common Shares. See the section entitled “Appraisal Rights,” beginning on page 242 of this proxy statement/prospectus.

Comparison of Stockholder Rights (see page 262)

If the Merger is successfully completed, holders of Uniti Common Shares will become holders of New Uniti Common Stock, and their rights as stockholders will be governed by New Uniti’s organizational documents and Delaware law. In addition to differences between Uniti’s and New Uniti’s organizational documents, there are also differences between Delaware and Maryland law applicable to corporations.

Risk Factor Summary

In evaluating the Merger and the Proposals, you should carefully review and consider the risk factors set forth under the section entitled “Risk Factors” beginning on page 37 of this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of Uniti and Windstream to complete the Merger, (ii) the business, cash flows, financial condition and results of operations of Uniti or Windstream prior to the Closing and (iii) the business, cash flows, financial condition and results of operations of New Uniti, Uniti or Windstream following the Closing. These risks include, but are not limited to, the following:

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Because the Exchange Ratio is based on predetermined ownership percentages, it will not be adjusted if there is a decrease in Windstream’s value prior to the Merger, and therefore, Uniti stockholders cannot be sure of the value of the consideration they will receive in the Merger, if completed.

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Because the Exchange Ratio depends on the amount of then outstanding Uniti Common Stock and Windstream units, it will not be determined until immediately prior to the Closing.

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The Merger is subject to conditions, including conditions that may not be satisfied or waived on a timely basis or at all, and which if delayed or not satisfied may prevent, delay or jeopardize the Closing, result in additional expenditures of money and resources and/or reduce the anticipated benefits of the Merger.

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The termination of the Merger Agreement could negatively impact Uniti and Windstream and, in certain circumstances, could require Uniti to pay certain termination fees or expense reimbursement to Windstream.

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There can be no assurance that Uniti will be able to obtain sufficient cash to pay the Closing Cash Payment for the Merger in a timely manner or at all.

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Stockholder litigation could prevent or delay the Closing or otherwise negatively impact each of Uniti’s and Windstream’s businesses and operations.

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Uniti and Windstream will incur significant transaction costs in connection with the Merger.

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The Merger Agreement contains provisions that limit Uniti’s ability and Windstream’s ability to pursue alternatives to the Merger and could discourage a potential competing transaction counterparty from making a favorable alternative transaction proposal to Uniti or Windstream.

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Until the Closing or the termination of the Merger Agreement in accordance with its terms, Uniti is prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to Uniti and its respective stockholders.

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The Merger may distract Uniti’s and Windstream’s respective management teams from their other responsibilities and the Merger Agreement may limit each of Uniti’s ability and Windstream’s ability to pursue new opportunities.

•

The Merger, including uncertainty regarding the Merger, may cause third parties to delay or defer decisions concerning Uniti and Windstream and could adversely affect Uniti’s and Windstream’s ability to effectively manage their respective businesses.

•

Business uncertainties while the Merger is pending may negatively impact Uniti’s ability and Windstream’s ability to attract and retain personnel.

•

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus are presented for illustrative purposes only and may not be reflective of New Uniti’s operating results or financial condition following the Closing.

•

Competition and overbuilding in consumer service areas and competition in business markets could reduce market share and adversely affect New Uniti’s results of operations and financial condition.

•

Pro forma consolidated indebtedness could materially and adversely affect New Uniti’s financial position, including reducing funds available for other business purposes and reducing our operational flexibility.

•

We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business. Further, cybersecurity incidents could have a material adverse effect on our business, our results of operations and financial condition.

•

Rapid changes in technology could affect our ability to compete.

•

Continuous increases in broadband usage may cause network capacity limitations, resulting in service disruptions or reduced capacity for customers.

•

In certain operating territories and/or at certain locations, New Uniti will be dependent on other carriers to provide facilities used to offer service to customers.

•

New Uniti may face claims and new compliance or regulatory obligations relating to lead contained in copper network assets.

•

New Uniti’s operations will require sufficient access to liquidity to fund cash needs; if funds are not available when needed, this could affect service to customers and growth opportunities and have a material adverse impact on the business and financial position.

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•

If New Uniti is prohibited from participating in government programs, results of operations could be materially and adversely affected.

•

New Uniti will be subject to various forms of regulation from the FCC and state regulatory commissions, which limit pricing flexibility for regulated voice and high-speed internet products, subject New Uniti to service quality, service reporting and other obligations and expose New Uniti to the reduction of revenue from changes to the Universal Service Fund (“USF”), the inter-carrier compensation system, or access to interconnection with competitors’ facilities.

•

New Uniti’s business will be subject to other government regulations and changes in current or future laws, regulations or rules could restrict its ability to operate in the manner currently contemplated.

•

New Uniti’s stock price may fluctuate significantly.

•

Insiders will continue to have influence over us after the Merger and could limit your ability to influence the outcome of key transactions, including a change of control.

•

Some provisions of Delaware law and New Uniti’s certificate of incorporation and bylaws may deter third parties from acquiring New Uniti.

•

We do not anticipate paying any cash dividends in the foreseeable future.

•

Additional factors discussed herein under “Risk Factors” and in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A “Risk Factors” of Uniti’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and in Part I, Item 1A “Risk Factors” of Uniti’s Annual Report on Form 10-K for the year ended December 31, 2023, as well as those described in Uniti’s subsequent filings with the SEC, in each case, which are incorporated by reference into this proxy statement/prospectus.

Regulatory Approvals (see page 206)

Under the Merger Agreement, Uniti and Windstream are required to use reasonable best efforts to take, or cause to be taken (including by causing their respective controlled affiliates to take), all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the Transactions. See “The Merger Agreement — Efforts to Obtain Regulatory Consents.”

Antitrust Clearance in the U.S.

The Merger is subject to the requirements of the HSR Act, which prevents the parties from consummating the Merger until, among other things, Windstream and Uniti have filed notifications with and furnished certain information to the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) and the 30-calendar day waiting period has expired. If the FTC or the Antitrust Division were to issue a request for additional information and documentary material (a “second request”), prior to the expiration of the initial waiting period, Windstream and Uniti would need to observe a second 30-calendar day waiting period, which would begin to run only after each of Windstream and Uniti have substantially complied with the second request, unless such waiting period were terminated earlier or the waiting period were otherwise extended through agreement by the FTC or the Antitrust Division and the parties to the transaction.

Each of Windstream and Uniti filed a Notification and Report Form for Certain Mergers and Acquisitions with the Antitrust Division and the FTC as required pursuant to the HSR Act on September 30, 2024. Windstream pulled and refiled its Notification and Report Form on November 1, 2024, which extended the applicable waiting period under the HSR Act to 11:59 p.m. Eastern Time on December 2, 2024. As of the date of this proxy statement/prospectus, the applicable waiting period under the HSR Act has expired. Although neither Windstream nor Uniti believes that the Merger will violate U.S. antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

FCC and State PUC Approval

Under the Merger Agreement, each of Uniti’s and Windstream’s obligation to consummate the Merger is subject to the condition that certain regulatory approvals be obtained from the FCC and state public

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utilities commissions (“State PUCs”). Certain FCC and State PUC approvals will also be required for the Pre-Closing Windstream Reorganization to be completed prior to the Merger (the “Pre-Closing Windstream Reorganization Regulatory Approvals”). On May 24 and 27, 2024, Uniti and Windstream jointly filed the required joint applications with the FCC, filed restated versions containing additional information requested by FCC staff on August 14, 2024 and August 22, 2024, and further supplemented those applications as requested by FCC Staff on September 18, 2024 and November 18, 2024. On October 2, 2024, the FCC’s Wireline Competition Bureau and the Office of International Affairs released a Public Notice seeking comment on the joint applications. On October 18, 2024, the Department of Justice filed a letter with the FCC notifying the FCC that executive branch government agencies are reviewing the applications and on January 16, 2025, the Department of Justice filed a letter notifying the FCC that the initial 120-review period begins as of the date of the letter. No other comments were filed. Uniti and Windstream jointly filed the required applications with the relevant State PUCs between May 24, 2024 and June 24, 2024, except for Texas, where the application for the Pre-Closing Windstream Reorganization was filed in July and the application for the Merger was filed in August. As of February 5, 2025, the Pre-Closing Windstream Reorganization has been approved by the FCC and state regulators in California, Connecticut, Kentucky, Louisiana, New Jersey, New York, Pennsylvania, Texas, and Virginia, and the Merger has been approved by regulators in Colorado, Connecticut, the District of Columbia, Indiana, Iowa, Kentucky, Louisiana, Maryland, Minnesota, Mississippi, New Jersey, Ohio, Pennsylvania, Texas, Virginia and West Virginia.

Uniti and Windstream can provide no assurance that the required FCC and State PUC approvals will be obtained. In addition, even if the required FCC and State PUC approvals are obtained, Uniti and Windstream can provide no assurance regarding the timing of the approvals, or regarding terms and conditions that the FCC or State PUCs may impose on New Uniti in connection with their regulatory approvals.

Listing (see page 208)

New Uniti will take all necessary action to cause the shares of New Uniti Common Stock issued in connection with the Merger to be listed on Nasdaq under the ticker “UNIT.” As of the date of this proxy statement/prospectus, Uniti Common Stock trades on Nasdaq under the ticker “UNIT.”

Settlement Agreement

On May 12, 2020, Windstream and Uniti entered into a settlement agreement to resolve certain claims and causes of action brought by Windstream against Uniti related to the then-existing master lease between the companies (the “2020 Settlement Agreement”). For more information, see “Information about Windstream — Company History.”

Consent Solicitation/Windstream 2028 Notes Indenture Amendments

On September 18, 2024, Windstream completed a consent solicitation (the “Consent Solicitation”) pursuant to which it received the requisite consents from the holders of its 7.750% senior first lien notes due 2028 (the “Windstream 2028 Notes”) to amend the Windstream 2028 Notes Indenture (as defined below) to implement amendments to the Windstream 2028 Notes Indenture (the “Windstream 2028 Notes Indenture Amendments”) that permit Uniti and Windstream to consolidate their debt into a single silo by allowing Windstream to:

•

on and from the date the consent fee is paid, (i) add a definition of “Permitted Reorganization” that includes the expected potential structures for a reorganization transaction following the Closing (the “Post-Closing Reorganization”), (ii) modify the “Mergers and Consolidations” covenant in the Windstream 2028 Notes Indenture to expressly permit the Merger and the Post-Closing Reorganization, (iii) modify the “Limitation on Affiliate Transactions” covenant in the Windstream 2028 Notes Indenture to permit the Merger and the Post-Closing Reorganization, (iv) modify the “Change of Control” provision in the Windstream 2028 Notes Indenture to exclude the Merger and the Post-Closing Reorganization as a “Change of Control” and (v) include catch-all authorizations to the applicable agents and trustees to make other ministerial modifications necessary to implement the Windstream 2028 Notes Indenture Amendments;

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•

on and from the date of the Merger, allow for the option to apply push-down accounting for the effects of the Merger to Windstream’s financial statements without needing to provide reconciling adjustments; and

•

on and from the date of the Post-Closing Reorganization, if any, (i) modify the “Limitation on Indebtedness” and “Limitation on Liens” covenants in the Windstream 2028 Notes Indenture to (x) permit indebtedness of Uniti outstanding as of the consummation of the Post-Closing Reorganization and to permit related liens securing any such indebtedness, (y) to permit borrowings under Uniti’s credit agreement and related liens, and (z) to conform the terms of these covenants to align with Uniti’s secured notes with respect to certain permitted dollar- and ratio-based baskets, (ii) modify the “Limitation on Restricted Payments” covenant and “Permitted Investments” definition in the Windstream 2028 Notes Indenture (x) allow for certain investments of Uniti in existence as of the consummation of the Post-Closing Reorganization and (y) align the general Permitted Investment basket with the terms of Uniti’s secured notes, (iii) modify the “Limitations on Restricted Payments” covenant in the Windstream 2028 Notes Indenture to align the “builder” and “starter” baskets within the general permitted restricted payments calculation as well as related ratios, (iv) modify the “Guarantee and Collateral” provisions in the Indenture to provide that “Collateral” shall not include any assets that do not constitute “Collateral” under the agreements governing Uniti’s credit agreement and Uniti’s secured notes and that no one who is not required to guarantee Uniti debt must guarantee such debt following the Post-Closing Reorganization, (v) with respect to the Windstream 2028 Notes, authorize the entry into the intercreditor agreement governing Uniti’s credit agreement and Uniti’s secured notes in lieu of Windstream’s existing first lien intercreditor agreement and the entry into security agreements in the form used under the documents governing such Uniti debt following the Post-Closing Reorganization, (vi) clarify that all subsidiaries designated as “Unrestricted Subsidiaries” under the agreements covering Uniti’s debt shall be deemed an Unrestricted Subsidiary automatically under the Windstream 2028 Notes Indenture without treating such designation as an Investment (as defined in the Windstream 2028 Notes Indenture), (vii) modify the threshold for Designated Non-Cash Consideration within the Limitation on Sales of Assets and Subsidiary Stock Sale covenant to align with Uniti’s secured notes, and (viii) authorize entering into any additional security documents and/or making any conforming amendments to any existing security documents to the extent necessary or advisable in connection with the Pre-Closing Reorganization.

The new supplemental indenture to the Windstream 2028 Notes Indenture became effective on September 18, 2024, but the Windstream 2028 Notes Indenture Amendments included therein will not become operative until the date the consent fee is paid, the Closing or the Post-Closing Reorganization, as applicable.

Windstream Refinancing Transactions

On October 4, 2024, Windstream Services, LLC (“Windstream Services,” previously known as Windstream Services II, LLC), and Windstream Escrow Finance Corp. (together with Windstream Services, the “Co-Issuers”) issued $800 million aggregate principal amount of 8.250% senior first lien notes due 2031 (the “Initial Windstream 2031 Notes”). The Initial Windstream 2031 Notes are guaranteed on a senior secured basis by certain of the Co-Issuers’ direct or indirect wholly-owned domestic subsidiaries. The Initial Windstream 2031 Notes will mature on October 1, 2031, unless earlier repurchased or redeemed in accordance with their terms prior to that date.

On the same day, Windstream Services entered into amendments to, and incurred $500 million incremental term loan borrowings under, the Windstream Credit Agreement (the “Windstream 2024 Term Loan” and, together with the issuance of the Windstream 2031 Notes (as defined below), the “Windstream Refinancing Transactions”). The Windstream 2024 Term Loan will bear interest based on a floating rate plus a margin (which, at Windstream’s election, may be the Base Rate plus 3.75% or the Adjusted Term SOFR Rate plus 4.75% (each as defined in the Windstream’s Credit Agreement, provided that the Adjusted Term SOFR Rate “floor” shall be 0%)) and will mature on October 1, 2031.

The Co-Issuers used the net proceeds from the issuance of the Initial Windstream 2031 Notes and the Windstream 2024 Term Loan to fully repay the Windstream Initial Term Loans (as defined below) and

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Windstream Incremental Term Loan (as defined below) and to pay related premiums, fees and expenses. The remaining proceeds will be used for general corporate purposes, which may include investments in Windstream’s network and other capital expenditures, such as expansion and acceleration of its Kinetic fiber-to-the-home buildout.

On December 23, 2024, the Co-Issuers issued an additional $1,400 million aggregate principal amount of 8.250% senior first lien notes due 2031 (the “Additional Windstream 2031 Notes” and, together with the Initial Windstream 2031 Notes, the “Windstream 2031 Notes”). The Additional Windstream 2031 Notes form a single class of debt securities with, and are fungible with, the Initial Windstream 2031 Notes. The Additional Windstream 2031 Notes are guaranteed on a senior secured basis by certain of the Co-Issuers’ direct or indirect wholly-owned domestic subsidiaries who are guarantors of the Initial Windstream 2031 Notes. The Additional Windstream 2031 Notes will mature on October 1, 2031, unless earlier repurchased or redeemed in accordance with their terms prior to that date. The net proceeds from the issuance of the Additional Windstream 2031 Notes were used to fund the redemption in full of the Windstream 2028 Notes and to pay any related premiums, fees and expenses.

Uniti ABS Notes Offering

On February 3, 2025, Uniti Fiber ABS Issuer LLC and Uniti Fiber TRS Issuer LLC (collectively, the “ABS Notes Issuers”), each an indirect, bankruptcy-remote subsidiary of Uniti, issued $589.0 million aggregate principal amount of secured fiber network revenue term notes, consisting of $426.0 million 5.9% Series 2025-1, Class A-2 term notes, $65.0 million 6.4% Series 2025-1, Class B term notes and $98.0 million 9.0% Series 2025-1, Class C term notes (collectively, the “ABS Notes”), each with an anticipated repayment date in April 2030. The ABS Notes were issued as part of a securitization transaction, pursuant to which certain of Uniti’s fiber network assets and related customer contracts in the State of Florida and the Gulf Coast region of Louisiana, Mississippi and Alabama, including the assets of the ABS Bridge Loan Parties that secured the ABS Loan Facility (each as defined below), were contributed to the ABS Notes Issuers and their subsidiaries. The cash flow from these contributed assets will be used to service the obligations under the ABS Notes.

Uniti used the net proceeds from the issuance of the ABS Notes to repay and terminate its ABS Loan Facility, and will use the remaining net proceeds to fund the partial redemption of $125.0 million aggregate principal amount of its 10.50% senior secured notes due 2028 and for general corporate purposes. The incurrence of the ABS Notes and the use of proceeds therefrom is referred to as the ‘‘Uniti ABS Refinancing Transactions.’’

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SUMMARY HISTORICAL FINANCIAL DATA OF WINDSTREAM

The following tables set forth Windstream’s summary historical financial data as of September 30, 2024 and for the nine months ended September 30, 2024 and 2023, and as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021. The summary historical balance sheet data as of December 31, 2023 and 2022 and the summary historical statement of operations data for the years ended December 31, 2023, 2022 and 2021 have been derived from Windstream’s historical audited consolidated financial statements and related notes thereto which are included elsewhere in this proxy statement/prospectus. The summary historical balance sheet data as of September 30, 2024 and the summary historical statement of operations data for the nine months ended September 30, 2024 and 2023 have been derived from Windstream’s unaudited condensed consolidated financial statements and the notes thereto which are included elsewhere in this proxy statement/prospectus. Operating results for the nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2024. The summary historical consolidated financial data is qualified in its entirety by, and should be read in conjunction with, “Windstream’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Windstream’s historical audited consolidated financial statements and unaudited condensed consolidated financial statements and the notes thereto, each of which is included elsewhere in this proxy statement/prospectus. Windstream’s historical consolidated financial information may not be indicative of the future performance of New Uniti following the Transactions. See “Cautionary Note Regarding Forward — Looking Statements” and “Risk Factors.”

	Nine Months Ended September 30,						Fiscal Years Ended December 31,
Statement of operations data (Millions, except per unit amounts)	2024			2023			2023			2022			2021
Revenues and sales:
Service revenues		$	2,795.4		$	2,990.2		$	3,948.0		$	4,183.8		$	4,355.8
Sales revenues			47.8			30.0			38.7			45.1			63.1
Total revenues and sales			2,843.2			3,020.2			3,986.7			4,228.9			4,418.9
Costs and expenses:
Cost of services (exclusive of depreciation and amortization included below)			1,738.2			1,869.3			2,457.9			2,653.1			2,749.6
Cost of sales			35.7			32.1			40.4			47.8			58.6
Selling, general and administrative			514.8			548.1			747.2			747.9			667.0
Depreciation and amortization			612.6			597.9			790.8			801.4			751.5
Net (gain) loss on asset retirements and dispositions(a)			(29.1)			(8.5)			(1.8)			51.1			35.6
Gain on sale of operating assets(b)			(103.2)			—			—			—			—
Total costs and expenses			2,769.0			3,038.9			4,034.5			4,301.3			4,262.3
Operating income (loss)			74.2			(18.7)			(47.8)			(72.4)			156.6
Other income (expense), net(c)			2.2			0.1			(13.8)			(21.9)			47.9
Gain on early extinguishment of debt(d)			—			—			—			—			10.2
Interest expense			(160.7)			(156.4)			(209.6)			(185.4)			(175.8)
(Loss) income before income taxes			(84.3)			(175.0)			(271.2)			(279.7)			38.9
Income tax benefit (expense)			13.2			41.0			61.4			62.0			(21.5)
Net (loss) income		$	(71.1)		$	(134.0)		$	(209.8)		$	(217.7)		$	17.4
(Loss) earnings per unit:
Basic		$	(0.78)		$	(1.49)		$	(2.33)		$	(2.42)		$	0.19
Diluted		$	(0.78)		$	(1.49)		$	(2.33)		$	(2.42)		$	0.19
Weighted average units outstanding:
Basic			90.7			90.2			90.2			90.0			90.0
Diluted			90.7			90.2			90.2			90.0			90.5

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(a)

See corresponding section of Note 2 to Windstream’s historical audited consolidated financial statements and Note 1 to Windstream’s unaudited condensed consolidated financial statements included elsewhere in this proxy statement/prospectus for information related to the net (gain) loss on asset retirements and dispositions recorded in each period.

(b)

See corresponding section of Note 1 to Windstream’s unaudited condensed consolidated financial statements included elsewhere in this proxy statement/prospectus for information related to the gain on sale of operating assets recorded in the nine months ended September 30, 2024.

(c)

Other (expense) income, net in each period primarily consists of the non-operating components of pension expense (income). See Note 12 to Windstream’s historical audited consolidated financial statements included elsewhere in this proxy statement/prospectus for additional information.

(d)

See corresponding section of Note 4 to Windstream’s historical audited consolidated financial statements included elsewhere in this proxy statement/prospectus for information related to gain on early extinguishment of debt recorded in 2021.

Balance sheet data (millions)	As of September 30, 2024			As of December 31, 2023			As of December 31, 2022
Total assets		$	8,386.7		$	8,771.7		$	9,271.2
Long-term debt(1)		$	2,319.6		$	2,319.0		$	2,318.9
Total liabilities		$	7,337.4		$	7,629.9		$	7,912.9
Total equity		$	1,049.3		$	1,141.8		$	1,358.3

(1)

Excludes the current portion of long-term debt of $7.5 million as of September 30, 2024, December 31, 2023, and December 31, 2022, respectively.

	Twelve Months Ended September 30, 2024(1)			Nine Months Ended September 30,						Year Ended December 31,
Other financial data (millions)	Twelve Months Ended September 30, 2024(1)			2024			2023			2023			2022			2021
EBITDA(2)		$	838.9		$	689.0		$	579.3		$	729.2		$	707.1		$	966.2
Adjusted capital expenditures(3)		$	898.1		$	664.5		$	814.8		$	1,048.4		$	1,067.2		$	953.7

(1)

The data for the twelve months ended September 30, 2024 represents the result of adding results for the year ended December 31, 2023 and the nine months ended September 30, 2024 and subtracting the results for the nine months ended September 30, 2023. This methodology does not comply with U.S. generally accepted accounting principles (“GAAP”).

(2)

Windstream defines “EBITDA” as net income (loss), before interest expense, income tax (expense) benefit and depreciation and amortization.

(3)

Windstream defines “Adjusted capital expenditures” as total capital expenditures, less reimbursement for cost to remove equipment and start-up construction equipment capital expenditures.

EBITDA and Adjusted capital expenditures are not measures calculated in accordance with GAAP, and they should not be considered as alternatives to net income (loss) or capital expenditures determined in accordance with GAAP. Windstream believes that EBITDA and Adjusted capital expenditures are useful financial metrics to assess its access to liquidity and capital, as well as its financial performance from period to period by excluding certain items that Windstream believes are not representative of its core business. Windstream believes that these non-GAAP financial measures provide investors with useful tools for assessing its access to liquidity and capital, and the comparability between periods of its ability to generate earnings from operations sufficient to pay taxes, to service debt and to undertake capital expenditures. Windstream uses EBITDA and Adjusted capital expenditures for business planning purposes and believes that EBITDA and Adjusted capital expenditures or similarly titled non-GAAP financial measures are widely used by investors, securities analysts, ratings agencies and other parties in evaluating companies in Windstream’s industry as a measure of financial performance. Windstream cautions investors that amounts presented in

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accordance with its definition of EBITDA and Adjusted capital expenditures may not be comparable to similar measures disclosed by other issuers, because not all issuers calculate EBITDA and Adjusted capital expenditures in the same manner. EBITDA and Adjusted capital expenditures should not be considered as an alternative to net income (loss) or capital expenditures or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of Windstream’s liquidity.

The reconciliation of Windstream’s net income to EBITDA for the twelve months ended September 30, 2024, for the nine months ended September 30, 2024 and 2023, and for the years ended December 31, 2023, 2022 and 2021 are as follows:

	Twelve Months Ended September 30, 2024(a)			Nine Months Ended September 30,						Year Ended December 31,
(Millions)	Twelve Months Ended September 30, 2024(a)			2024			2023			2023			2022			2021
Net (loss) income		$	(146.9)		$	(71.1)		$	(134.0)		$	(209.8)		$	(217.7)		$	17.4
Depreciation and amortization			805.5			612.6			597.9			790.8			801.4			751.5
Interest expense			213.9			160.7			156.4			209.6			185.4			175.8
Income tax (benefit) expense			(33.6)			(13.2)			(41.0)			(61.4)			(62.0)			21.5
EBITDA		$	838.9		$	689.0		$	579.3		$	729.2		$	707.1		$	966.2

(a)

The reconciliation of Windstream’s capital expenditures to Adjusted capital expenditures for the twelve months ended September 30, 2024, for the nine months ended September 30, 2024 and 2023, and for the years ended December 31, 2023, 2022 and 2021 are as follows:

	Twelve Months Ended September 30, 2024(a)			Nine Months Ended September 30,						Year Ended December 31,
(Millions)	Twelve Months Ended September 30, 2024(a)			2024			2023			2023			2022			2021
Total capital expenditures		$	901.6		$	664.6		$	821.4		$	1,058.4		$	1,080.8		$	962.8
Reimbursement for cost to remove equipment(b)			(3.5)			(0.1)			(5.2)			(8.6)			—			—
Start-up construction equipment capital expenditures(c)			—			—			(1.4)			(1.4)			(13.6)			(9.1)
Adjusted capital expenditures		$	898.1		$	664.5		$	814.8		$	1,048.4		$	1,067.2		$	953.7

(a)

(b)

Reimbursement for cost to remove equipment consists of reimbursement from the FCC for a portion of the cost to remove from our network certain equipment purchased from a Chinese manufacturer that we were required to remove by FCC order. Windstream completed the removal of this equipment in the first quarter of 2023.

(c)

Start-up construction equipment capital expenditures consists of non-recurring capital expenditures for construction equipment to support Windstream’s internal engineering and fiber construction organization.

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SUMMARY HISTORICAL FINANCIAL DATA OF UNITI

The following tables set forth Uniti’s summary historical financial data as of and for the nine months ended September 30, 2024 and 2023 and as of and for the years ended December 31, 2023, 2022 and 2021. The summary historical financial data for the years ended December 31, 2023, 2022 and 2021 and as of the years ended December 31, 2023 and 2022 have been derived from Uniti’s audited consolidated financial statements and related notes, which are incorporated herein by reference. The summary historical financial data as of and for the nine months ended September 30, 2024 and 2023 have been derived from Uniti’s unaudited consolidated financial statements, which are incorporated herein by reference. Operating results for the nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2024. The summary historical financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Uniti’s consolidated financial statements and the related notes in its 2023 Annual Report and its most recent Quarterly Report on Form 10-Q incorporated by reference in this proxy statement/prospectus.

	For the nine months ended September 30,						Year Ended December 31,
(Thousands)	2024			2023			2023			2022			2021
Revenues:
Leasing		$	658,829		$	637,849		$	852,772		$	827,457		$	801,497
Fiber infrastructure			214,783			226,326			297,059			301,390			299,025
Total revenues			873,612			864,175			1,149,831			1,128,847			1,100,522
Costs and Expenses:
Interest expense, net			381,693			389,243			512,349			376,832			446,296
Depreciation and amortization			234,862			231,379			310,528			292,788			290,942
General and administrative expense			80,546			77,331			102,732			100,992			101,176
Operating expense (exclusive of depreciation and amortization)			106,753			109,878			144,276			143,131			146,869
Transaction related and other costs			31,068			9,805			12,611			10,340			7,544
Goodwill impairment			—			203,998			203,998			240,500			—
Gain on sale of operations			—			—			—			(176)			(28,143)
Gain on sale of real estate			(18,999)			(1,424)			(2,164)			(433)			(442)
Other expense (income), net			(301)			21,323			18,386			(7,269)			18,553
Total costs and expenses			815,622			1,041,533			1,302,716			1,156,705			982,795
Income (loss) before income taxes and equity in earnings from unconsolidated entities			57,990			(177,358)			(152,885)			(27,858)			117,727
Income tax benefit			(13,869)			(62,899)			(68,474)			(17,365)			(4,916)
Equity in (earnings) loss from unconsolidated entities			—			(1,990)			(2,662)			(2,371)			(2,102)
Net income (loss)			71,859			(112,469)			(81,749)			(8,122)			124,745
Net income (loss) attributable to noncontrolling interests			23			(50)			(36)			153			1,085
Net income (loss) attributable to shareholders			71,836			(112,419)			(81,713)			(8,275)			123,660
Participating securities’ share in earning			(1,493)			(890)			(1,207)			(1,135)			(1,077)
Dividends declared on convertible preferred stock			(15)			(15)			(20)			(20)			(10)
Net income (loss) attributable to common shareholders		$	70,328		$	(113,324)		$	(82,940)		$	(9,430)		$	122,573

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Balance sheet data (thousands)	As of 9/30/24			As of 12/31/23			As of 12/31/22
Total assets		$	5,098,671		$	5,025,129		$	4,851,229
Total long-term debt(1)		$	5,782,633		$	5,523,579		$	5,188,815
Total liabilities, net		$	7,574,978		$	7,509,250		$	7,122,435
Total shareholders’ deficit		$	(2,476,307)		$	(2,484,121)		$	(2,271,206)

(1)

Total long-term debt includes unamortized discount, premium and debt issuance costs. Includes $275.0 million drawn under Uniti’s ABS Loan Facility as of September 30, 2024.

	Twelve months ended September 30, 2024(1)			For the nine months ended September 30,						Year Ended December 31,
(Thousands)	Twelve months ended September 30, 2024(1)			2024			2023			2023			2022			2021
Other financial data:
EBITDA(2)		$	901,945		$	674,545		$	445,254		$	672,654		$	644,133		$	857,067
Adjusted EBITDA(2)		$	931,735		$	700,611		$	692,378		$	923,502		$	905,896		$	878,281

(1)

(2)

Uniti defines “EBITDA” as net income (loss), as defined by GAAP, before interest expense, provision for income taxes and depreciation and amortization. Uniti defines “Adjusted EBITDA” as net income (loss) determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense and the impact, which may be recurring in nature, of transaction and integration related costs, costs associated with the bankruptcy of Windstream, costs associated with litigation claims made against Uniti, and costs associated with the implementation of our enterprise resource planning system (collectively, “Transaction related and other costs”), costs related to the settlement with Windstream, goodwill impairment charges, severance costs, amortization of non-cash rights-of-use assets, the write-off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, including early tender and redemption premiums and costs associated with the termination of related hedging activities, gains or losses on dispositions, changes in the fair value of contingent consideration and financial instruments, and other similar or infrequent items (although we may not have had such charges in the periods presented). Adjusted EBITDA includes adjustments to reflect Uniti’s share of Adjusted EBITDA from unconsolidated entities. Uniti believes EBITDA and Adjusted EBITDA are important supplemental measures to net income because they provide additional information to evaluate our operating performance on an unleveraged basis. In addition, Adjusted EBITDA is calculated similarly to defined terms in Uniti’s material debt agreements used to determine compliance with specific financial covenants. Since EBITDA and Adjusted EBITDA are not measures calculated in accordance with GAAP, they should not be considered as alternatives to net income determined in accordance with GAAP.

The reconciliation of Uniti’s net income to EBITDA and Adjusted EBITDA for the twelve months ended September 30, 2024, for the nine months ended September 30, 2024 and 2023, and for the years ended December 31, 2023, 2022 and 2021 are as follows:

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements included in or incorporated by reference into this proxy statement/prospectus that are not historical facts, including financial estimates and projections and statements with respect to New Uniti’s performance and to the expected timing, completion and effects of the Merger, including expected synergies, constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the rules, regulations and releases of the SEC. These forward-looking statements are subject to risks and uncertainties, and actual results might differ materially from those discussed in, or implied by, the forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the Merger, including future financial and operating results, New Uniti’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Forward-looking statements are based on the current beliefs and expectations of the managements of Uniti and Windstream and are subject to significant risks and uncertainties outside of their control. Words such as “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “aims,” “potential,” “will,” “would,” “could,” “considered,” “likely,” “estimate” and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on future circumstances that may or may not occur. Actual results may differ materially from the current beliefs and expectations of the management of Uniti and Windstream depending on a number of factors affecting their businesses and risks associated with the successful execution of the Merger and the integration and performance of New Uniti following the Merger. In evaluating these forward-looking statements, you should carefully consider the risks described herein and in other reports that New Uniti and Uniti file with the SEC. See “Risk Factors” and “Where You Can Find More Information.” Factors which could have a material adverse effect on operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to:

•

the Exchange Ratio being based on pre-determined ownership percentages meaning that it will not be adjusted if there is a decrease in Windstream’s value prior to the Merger, and therefore Uniti stockholders cannot be sure of the value of the consideration they will receive in the Merger, if completed;

•

the Exchange Ratio being dependent upon the amount of then outstanding Uniti Common Stock and Windstream units at the Closing, which means that the Exchange Ratio will not be determined until immediately prior to the Closing;

•

the Merger being subject to conditions, including conditions that may not be satisfied or waived on a timely basis or at all, and which if delayed or not satisfied may prevent, delay or jeopardize the Closing, result in additional expenditures of money and resources and/or reduce the anticipated benefits of the Merger;

•

the termination of the Merger Agreement, which could negatively impact Uniti and Windstream and, in certain circumstances, could require Uniti to pay certain termination fees or expense reimbursement to Windstream;

•

the uncertainty that Uniti will be able to obtain sufficient cash to pay the Closing Cash Payment for the Merger in a timely manner or at all;

•

stockholder litigation, which could prevent or delay the Closing or otherwise negatively impact each of Uniti’s and Windstream’s businesses and operations;

•

the significant transaction costs that Uniti and Windstream will incur in connection with the Merger;

•

the possibility that the Merger may distract Uniti’s and Windstream’s respective management teams from their other responsibilities and the Merger Agreement may limit each of Uniti’s ability and Windstream’s ability to pursue new opportunities;

•

the possibility that the Merger, including uncertainty regarding the Merger, may cause third parties to delay or defer decisions concerning Uniti and Windstream and could adversely affect Uniti’s and Windstream’s ability to effectively manage their respective businesses;

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•

business uncertainties while the Merger is pending, which may negatively impact Uniti’s ability and Windstream’s ability to attract and retain personnel;

•

the unaudited pro forma condensed combined financial information in this proxy statement/prospectus which are presented for illustrative purposes only and may not be reflective of New Uniti’s operating results or financial condition following the Closing;

•

our stock price, which may fluctuate significantly;

•

insider control over New Uniti that could limit your ability to influence the outcome of key transactions, including a change of control;

•

certain provisions of Delaware law and our certificate of incorporation and bylaws that may deter third parties from acquiring us;

•

the fact that we do not anticipate paying any cash dividends in the foreseeable future;

•

competition and overbuilding in consumer service areas and competition in business markets, which could reduce market share and adversely affect New Uniti’s results of operations and financial condition;

•

risks related to pro forma consolidated indebtedness, which could materially and adversely affect New Uniti’s financial position, including reducing funds available for other business purposes and reducing our operational flexibility;

•

the possibility that our reliance on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business, and further, cybersecurity incidents could have a material adverse effect on our business, our results of operations and financial condition;

•

rapid changes in technology, which could affect our ability to compete;

•

the possibility that continuous increases in broadband usage may cause network capacity limitations, resulting in service disruptions or reduced capacity for customers;

•

risks related to New Uniti’s operations, which will require sufficient access to liquidity to fund cash needs; if funds are not available when needed, this could affect service to customers and growth opportunities and have a material adverse impact on the business and financial position;

•

risks related to the potential of New Uniti being prohibited from participating in government programs, which could cause results of operations to be materially and adversely affected;

•

risks related to New Uniti being subject to various forms of regulation from the FCC and state regulatory commissions, which limit pricing flexibility for regulated voice and high-speed Internet products, subject New Uniti to service quality, service reporting and other obligations and expose New Uniti to the reduction of revenue from changes to the USF, the inter-carrier compensation system, or access to interconnection with competitors’ facilities;

•

risks related to New Uniti’s business being subject to other government regulations and changes in current or future laws, regulations, rules, federal executive orders or state or federal mandates could restrict its ability to operate in the manner currently contemplated; and

•

additional factors discussed herein under “Risk Factors” and in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A “Risk Factors” of Uniti’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and in Part I, Item 1A “Risk Factors” of Uniti’s Annual Report on Form 10-K for the year ended December 31, 2023, as well as those described in Uniti’s subsequent filings with the SEC, in each case, which are incorporated by reference into this proxy statement/prospectus. Forward-looking statements speak only as of the date of this proxy statement/prospectus. Except as required by law, Uniti, Windstream and New Uniti expressly disclaim any obligation to update or revise any forward-looking statements to reflect any change in expectations or any change in events, conditions or circumstances on which any such statement is based.

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RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included and incorporated by reference herein, in evaluating the Merger and the Proposals to be voted on at the Special Meeting. Certain of the following risk factors describe the risks and uncertainties facing New Uniti following the Closing and have been prepared as if the Merger is complete. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Merger, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of New Uniti following the Merger. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by Uniti and Windstream that later may prove to be incorrect or incomplete.

You should also read and consider the risk factors associated with Uniti’s business because these risk factors may affect the operations and financial results of New Uniti. These risk factors may be found under Part I, Item 1A, “Risk Factors” in Uniti’s Annual Report on Form 10-K for the year ended December 31, 2023, under Part II, Item 1A, “Risk Factors” in Uniti’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and in Uniti’s subsequent filings with the SEC, in each case, which are incorporated by reference into this proxy statement/prospectus. Unless the context otherwise requires, all references in this section to “we,” “us,” or “our” refer to New Uniti, unless otherwise specified, including each of Uniti and Windstream following the Closing.

Risks Related to the Merger

Because the Exchange Ratio is based on predetermined ownership percentages, it will not be adjusted if there is a decrease in Windstream's value prior to the Merger, and therefore Uniti stockholders cannot be sure of the value of the consideration they will receive in the Merger, if completed.

If the Merger is completed, each Uniti Common Share outstanding immediately prior to the Merger (except for the excluded shares) will automatically be converted into the right to receive the Uniti Merger Consideration. Because the Exchange Ratio is based on predetermined ownership percentages, Uniti stockholders will bear the risk of a decrease in the value of Windstream during the pendency of the Merger.

Because the Exchange Ratio depends on the amount of then outstanding Uniti Common Stock and Windstream units, the Exchange Ratio will not be known until immediately prior to Closing.

The Exchange Ratio is based on a predetermined ownership percentage that Uniti stockholders will collectively hold following the Closing and will be calculated based on the amount of Uniti Common Stock and Windstream units outstanding immediately prior to the Closing. Therefore, any calculation of the Exchange Ratio set forth in this proxy statement/prospectus is preliminary in nature, and the final Exchange Ratio will not be determined until immediately prior to the Closing. Further, if certain issuances of additional Uniti Common Stock are made prior to the Closing, including as a result of any conversion of the 2027 convertible notes, the Exchange Ratio will decrease and Uniti stockholders on an individual basis will bear any related dilution. Uniti does not currently expect any such additional issuances of Uniti Common Stock to occur prior to the Closing, other than in connection with ordinary course vesting of outstanding Uniti Restricted Stock Awards and/or Uniti PSU Awards.

The Merger is subject to customary closing conditions, including, among others, the receipt of the required approval by Uniti stockholders and the expiration or termination of applicable waiting periods under the HSR Act, the receipt of approvals from the FCC and certain State PUCs, and other applicable laws. Such conditions, some of which are beyond our control, may not be satisfied or waived in a timely manner or at all and therefore make the completion and timing of the Closing uncertain. In addition, the Merger is subject to the New Uniti Common Stock to be issued in the Merger and such other shares to be reserved for issuance in connection with the Merger having been approved for listing on Nasdaq, subject to official

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notice of issuance. There can be no assurance that such shares will be so approved. See the section entitled “The Merger Agreement — Conditions to Closing.”

The governmental authorities whose approval is needed have broad discretion in making their decisions. Neither Uniti nor Windstream can provide any assurance that required approvals, consents or clearances will be obtained in a timely manner or at all. Regulatory and governmental entities may impose conditions on the granting of approvals required in connection with the Merger. Such conditions may require divestitures of certain operations or assets of Uniti and Windstream and may impose costs, limitations, employee retention requirements or other restrictions on the conduct of the businesses of New Uniti after the Closing. Under the Merger Agreement, Uniti and Windstream are required to use their reasonable best efforts to take all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the Merger, which requirement may obligate Uniti and Windstream to agree to certain conditions, but neither Uniti nor Windstream can predict the scope or type of conditions that may be imposed. If all required approvals, consents and clearances are obtained and the closing conditions are satisfied, no assurance can be given as to the terms or conditions of the approvals, consents or clearances that may restrict the conduct of Uniti, Windstream or New Uniti following the Merger, and compliance with any such conditions may reduce the anticipated benefits of the Merger, including anticipated synergies, efficiencies and cost savings related to the Merger.

Timing of the approvals cannot be predicted. Each of Uniti and Windstream may extend the initial end date of the Merger (November 3, 2025) for successive one-month periods until May 3, 2026, and there is no assurance approvals will be secured by that date.

Finally, no assurance can be given that the required stockholder approval will be obtained or that the required closing conditions will be satisfied.

The Merger Agreement contains certain termination rights for both Uniti and Windstream, which, if exercised, would result in the Merger not being consummated. If the Merger Agreement is terminated in accordance with its terms and the Merger is not completed, the ongoing business of Uniti and Windstream may be adversely affected by a variety of factors, including the failure to pursue other beneficial opportunities during the pendency of the Merger, the failure to obtain the anticipated benefits of completing the Merger, the payment of certain costs relating to the Merger and the focus of Uniti’s and Windstream’s respective management teams on the Merger for an extended period of time rather than on ongoing business matters or other opportunities or issues. Uniti’s stock price may fall as a result of any such termination. Failure to complete the Merger may result in irreparable reputational harm as perceived by each of Uniti’s and Windstream’s investors, stockholders, investor and securities analysts, peers, others in the telecommunications industry and any other third party whether presently known or unknown and may also affect each of Uniti’s and Windstream’s respective relationships with employees, customers, suppliers, vendors and other partners. A failure to close the Merger could have a material adverse effect on each of Uniti’s and Windstream’s respective businesses, operations, earnings and financial results.

If the Merger Agreement is terminated under certain specified circumstances, Uniti may be required to reimburse Windstream for certain expenses incurred in connection with the Merger Agreement and the Transactions, up to $25 million, or under other certain specified circumstances, Uniti may be required to pay Windstream a termination fee of either $55 million or $75 million. There is no guarantee that Uniti will have sufficient funds to make these contractually required payments to Windstream. See the section entitled “The Merger Agreement — Termination — Termination Fees.”

There can be no assurance that Uniti will be able to obtain sufficient cash to pay the Closing Cash Payment for the Merger in a timely manner or at all.

Uniti’s obligation under the Merger Agreement to consummate the Merger, including paying $425 million (less certain transaction expenses) in cash to Windstream equityholders (the “Closing Cash Payment”), is not conditioned on Uniti’s having sufficient available cash and access to liquidity to fund the Closing Cash Payment. While Uniti believes it will be able to fund the Closing Cash Payment in full, there can

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be no assurance that Uniti will have access to sufficient cash when it is required to make such payment under the Merger Agreement. If Windstream terminates the Merger Agreement in certain circumstances due to Uniti’s failure to pay the Closing Cash Payment or uncured breach of representations or covenants related to the Closing Cash Payment, a breach of Uniti’s representation regarding financial capability or Uniti’s failure to obtain financing in accordance with the Merger Agreement, Uniti would be obligated to pay a termination fee of $75 million to Windstream, and there is no guarantee that Uniti will have sufficient funds to make this payment or any other termination fee or expense reimbursement that may become payable pursuant to the Merger Agreement. See the section entitled “The Merger Agreement — Termination — Termination Fees.”

Stockholder litigation could prevent or delay the Closing or otherwise negatively impact each of Uniti’s and Windstream’s businesses and operations.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into acquisition, merger or other business combination agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and other resources to the lawsuit. An adverse judgment could result in monetary damages, which could have a negative impact on Uniti’s or New Uniti’s liquidity and financial condition.

Any lawsuits brought against Uniti, Windstream or Uniti’s directors could also seek, among other things, injunctive relief or other equitable relief, including a request to enjoin the companies from consummating the Merger. One of the conditions to the closing of the Merger is that no order, judgment, decision opinion or decree issued by any court of competent jurisdiction or other governmental authority prohibiting, rendering illegal or permanently enjoining the consummation of the Transactions shall have taken effect after the date of the Merger Agreement and still be in effect, in each case without the imposition of a Burdensome Condition (as defined below). Consequently, if a plaintiff is successful in obtaining an order, judgment, decision opinion or decree prohibiting the Closing, such order, judgment, decision opinion or decree may delay or prevent the Merger from being completed within the expected time frame or at all, which may adversely affect Uniti’s and Windstream’s businesses, reputation with customers, vendors, suppliers, or employees, and financial positions and results of operations.

Uniti and Windstream will incur significant transaction costs in connection with the Merger.

Uniti and Windstream have incurred and are each expected to continue to incur non-recurring costs associated with the Merger. These costs have been, and will continue to be, substantial and, in many cases, will be borne by each of Uniti and Windstream whether or not the Merger is completed. A substantial majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to financial, legal, accounting and other advisors and employee retention, severance and benefit costs. Uniti will also incur costs related to formulating and implementing integration plans. Although Uniti expects that the elimination of certain duplicative costs, as well as the realization of synergies and efficiencies related to the Merger, should allow New Uniti to offset these transaction costs over time, this net benefit may not be achieved in the near-term or at all.

The Merger Agreement contains provisions that make it more difficult for each of Uniti and Windstream to be acquired by, or enter into certain combination transactions with, a third party, including operational constraints preventing the acquisition or disposition of Uniti and Windstream securities, restrictions on capital expenditures and restrictions on loan transactions and incurrences of indebtedness.

The Merger Agreement contains certain provisions that restrict Uniti’s ability to, among other things, solicit, initiate or take any action to knowingly induce the making, submission or announcement of, or knowingly facilitate or encourage the submission of an alternative transaction, or participate or engage in any discussions or negotiations, or cooperate with any person, with respect to an alternative transaction. In addition, even in circumstances in which Uniti is permitted under the Merger Agreement to entertain an alternative transaction proposal, Windstream would have an opportunity to offer to modify the terms of the

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Merger Agreement before the Uniti Board may decide to withhold, qualify or modify its recommendation with respect to the Merger in a manner adverse to Windstream and before Uniti may terminate the Merger Agreement. If the Merger Agreement is terminated by Uniti to enter into an alternative transaction or by Windstream if the Uniti Board withholds, qualifies or modifies in a manner adverse to Windstream its recommendation with respect to the Merger or in certain other circumstances, Uniti would be required to pay a termination fee of $55 million to Windstream, as contemplated by the Merger Agreement. See the section entitled “The Merger Agreement — Termination — Termination Fees.”

These provisions could discourage a potential third-party acquirer or merger partner that might have an interest in acquiring or combining with all or a significant portion of Uniti or pursuing an alternative transaction from considering or proposing such a transaction.

Until the Closing or the termination of the Merger Agreement in accordance with its terms, Uniti and Windstream are prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to each of Uniti and Windstream and their respective equityholders.

After the date of the Merger Agreement and prior to the Effective Time, the Merger Agreement restricts Uniti and Windstream from taking specified actions without the written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) and requires that the businesses of Uniti and Windstream and each of their subsidiaries be conducted in all material respects in the ordinary course of business consistent with past practice. These restrictions may prevent Uniti or Windstream from making appropriate changes to their respective businesses or organizational structures or from consummating attractive business opportunities that may arise prior to the Closing and could have the effect of delaying or preventing other strategic transactions. Adverse effects arising from the pendency of the Merger could be exacerbated by any delays in the Closing or termination of the Merger Agreement.

The Merger could cause each of Uniti’s and Windstream’s management teams to focus their time and energies on matters related to the Transactions that otherwise would be directed to the companies’ businesses and operations. Any such distraction on the part of Uniti’s and Windstream’s management teams could affect each of Uniti’s ability and Windstream’s ability to service existing business and develop new business and adversely affect each of Windstream’s and Uniti’s businesses and earnings before the Closing.

Uncertainty regarding the Merger may cause third parties to delay or defer decisions concerning Uniti and Windstream and could adversely affect Uniti’s and Windstream’s ability to effectively manage their respective businesses.

The Merger will happen only if the stated conditions are met, including the approval of the Merger Agreement by Uniti’s stockholders, among other conditions. Many of the conditions are outside the control of Uniti and Windstream, and both parties also have certain rights to terminate the Merger Agreement. Accordingly, there may be uncertainty regarding the Closing. This uncertainty may cause others that deal with Uniti or Windstream, including new or existing customers, to delay or defer entering into contracts with Uniti or Windstream or make other decisions concerning Uniti or Windstream or seek to change or cancel existing business relationships with Uniti or Windstream. Any delay or deferral of those decisions or changes in existing agreements could have a material adverse effect on each of Uniti’s and Windstream’s businesses, regardless of whether the Merger is ultimately completed, and on New Uniti’s business if the Merger is completed.

Business uncertainties while the Merger is pending may negatively impact Uniti’s ability and Windstream’s ability to attract and retain personnel.

Uncertainty about the effect of the Merger on Uniti’s and Windstream’s employees may impair Uniti’s and Windstream’s abilities to attract, retain and motivate key personnel until the Merger is completed. Retention or hiring of certain employees may be challenging while the Merger is pending, as certain employees may experience uncertainty about their future roles with New Uniti. If key employees of Uniti or

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Windstream depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined entity, Uniti’s or Windstream’s businesses, as applicable, could be harmed and the ability to conduct business operations may be impeded.

Uniti and Windstream may pursue acquisitions and dispositions of assets and other strategic opportunities, which may result in the use of a significant amount of management resources or significant costs, and Uniti and Windstream may not fully realize the potential benefits of such transactions.

Before the Closing, each of Uniti and Windstream may pursue acquisitions and dispositions of assets and other strategic opportunities with the consent of the other party, any of which may materially impact the terms of the Merger. Accordingly, Uniti and Windstream may evaluate potential transactions and other strategic alternatives to which they may devote a significant amount of management resources, which could negatively impact the operations of either company. Uniti and Windstream may incur significant costs in connection with pursuing acquisitions, dispositions of assets and other strategic opportunities regardless of whether the underlying transactions are completed. In the event that Uniti or Windstream consummates an acquisition, a disposition of assets or strategic alternative in the future, there is no assurance that Uniti or Windstream, as applicable, would fully realize the potential benefits of such a transaction. Integration may be difficult and unpredictable, and acquisition-related integration costs, including certain non-recurring charges, could materially and adversely affect results of operations. Moreover, integrating assets and businesses or disposing of assets may significantly burden management and internal resources, including the potential loss or unavailability of key personnel. If Uniti or Windstream, as applicable, fails to successfully integrate the assets and businesses it acquires or successfully dispose of certain assets, such company may not fully realize the potential expected benefits of such transaction, and operating results could be adversely affected.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what New Uniti’s actual financial position or results of operations would have been had the Merger been completed on the dates indicated. Further, New Uniti’s actual results and financial position after the Merger may differ materially and adversely from the pro forma information that is included in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information has been prepared based upon the assumption that Uniti will be identified as the accounting acquirer under GAAP and reflects adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed of Windstream.

Uniti stockholders will own a smaller proportion of shares of New Uniti Common Stock than they currently own of shares of Uniti Common Stock.

Upon the Closing, each Uniti stockholder will become a stockholder in New Uniti. After the Closing, Uniti stockholders will own a smaller proportion of New Uniti than they currently own of Uniti. Upon the Closing, it is anticipated that Uniti stockholders will receive approximately 62% of the New Uniti Common Stock outstanding immediately after the Closing. This percentage is calculated without giving effect to conversion of any outstanding convertible securities, the redemption or repurchase of the New Uniti Preferred Stock or the exercise of the New Uniti Warrants. Accordingly, Uniti stockholders will have less ownership of New Uniti than they now have of Uniti.

The New Uniti Common Stock to be received by Uniti stockholders as a result of the Merger will have rights different from the Uniti Common Stock.

Upon the Closing, the rights of Uniti stockholders holding Uniti Common Stock, who will become stockholders of New Uniti, will be governed by the certificate of incorporation and bylaws of New Uniti. The rights associated with Uniti Common Stock are different from the rights which will be associated with the

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New Uniti Common Stock. See the section of this proxy statement/prospectus titled “Comparison of Stockholder Rights” for a discussion of these rights.

The Merger is expected to be taxable to Uniti stockholders for U.S. federal income tax purposes, in which case Uniti stockholders may be liable for taxes with respect to any gain recognized as a result of the Merger, even without receiving any cash.

Based on the transaction structure set forth in the Merger Agreement, Uniti expects that the receipt of the Uniti Merger Consideration by Uniti stockholders in exchange for Uniti Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes, in which case a U.S. Holder (as defined below under “Material U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Merger — U.S. Holders”) generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (a) the fair market value of the shares of New Uniti Common Stock received by the U.S. Holder in the Merger and the amount of cash received in lieu of fractional shares of New Uniti Common Stock and (b) the U.S. Holder’s adjusted tax basis in the Uniti Common Stock surrendered in the Merger. A U.S. Holder may be liable for U.S. federal, state and/or local income taxes with respect to any such gain recognized on the transaction, even though it will not receive any cash in the transaction.

If Uniti exercises its rights under the Merger Agreement to effect the Merger using an alternative transaction structure, Uniti expects that New Uniti would not receive a step-up in the tax basis of any of Uniti’s assets, reducing potential tax savings for New Uniti that otherwise would result from the Merger.

As discussed above under “Risk Factors — Risks Related to the Merger — The Merger is expected to be taxable to Uniti stockholders for U.S. federal income tax purposes, in which case Uniti stockholders may be liable for taxes with respect to any gain recognized as a result of the Merger, even without receiving any cash,” Uniti expects the Merger to be a taxable transaction for U.S. federal income tax purposes. If the Merger is a taxable transaction for U.S. federal income tax purposes, then following the Merger, Uniti expects to carry out certain post-closing restructuring transactions (the “Uniti Post-Closing Restructuring”) that are expected to result, for U.S. federal income tax purposes, in HoldCo owning certain of Uniti’s assets with a fair market value tax basis, which may produce significant tax savings for New Uniti after the Merger. However, the application of the Code and the regulations thereunder to certain aspects of the Uniti Post-Closing Restructuring is uncertain, and Uniti currently is seeking a private letter ruling from the Internal Revenue Service (the “IRS”) with respect to certain tax consequences of the Uniti Post-Closing Restructuring (the “IRS Ruling Request”). There can be no assurance that the IRS will grant the requested ruling, and, accordingly, no assurance that Uniti will carry out the Uniti Post-Closing Restructuring and obtain the tax benefits described above after the Merger. Receipt of the requested ruling is not a condition to the Closing.

As described below under “The Merger Agreement — Other Covenants and Agreements,” the Merger Agreement provides that Uniti has the right, subject to certain terms and conditions, to elect to effect the Merger using, in lieu of the transaction structure set forth in the Merger Agreement, an alternative transaction structure intended to cause the Merger to qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code. Uniti’s right to elect to effect the Merger using an alternative transaction is conditioned upon, among other things, the alternative transaction structure not impairing, impeding or delaying the Closing in any material respect. Uniti expects that it would exercise its rights under the Merger Agreement to effect the Merger using an alternative transaction structure only if Uniti does not receive the requested ruling from the IRS and Uniti further determines that it will not effect the Uniti Post-Closing Restructuring without the requested ruling. Therefore, there can be no assurance that Uniti will seek to exercise its rights under the Merger Agreement to effect the Merger using an alternative transaction structure. In addition, no assurance can be given that there will exist an alternative transaction structure that would comply with the limitations on Uniti’s rights to elect to effect the Merger using an alternative transaction structure, or that the Merger would then qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code, and there can therefore be no assurance that Uniti will be able to effect the Merger using an alternative transaction structure.

If Uniti elects to effect the Merger using an alternative transaction structure, Uniti expects that the Merger will qualify as a reorganization under Section 368(a) of the Code, in which case Uniti does not

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expect to carry out the Uniti Post-Closing Restructuring and consequently the potential tax savings associated with the Uniti Post-Closing Restructuring would no longer be available. In addition, as described below in the section entitled “Material U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Merger,” the U.S. federal income tax consequences of the Merger to a U.S. Holder would differ from those that would apply if the Merger were treated as a taxable transaction, including that a U.S. Holder would generally not be permitted to recognize any loss realized on the exchange of Uniti Common Shares for New Uniti Common Stock in the Merger.

For additional information, see the section entitled “Material U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Merge — Tax Consequences of the Merger if Uniti Elects to Effect the Merger Using an Alternative Transaction Structure.” The tax consequences to you of the Merger will depend on your particular facts and circumstances. You are urged to consult your own tax advisor as to the tax consequences of the Merger in your particular circumstances, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws.

Uniti may waive one or more of the closing conditions without re-soliciting stockholder approval.

Uniti may determine to waive, in whole or part, one or more of the conditions to closing prior to Uniti being obligated to consummate the Merger. Uniti currently expects to evaluate the materiality of any waiver and its effect of Uniti stockholders, as applicable, in light of the facts and circumstances at the time to determine whether any amendment of this proxy statement/prospectus or any re-soliciting stockholder approval is required in light of any such waiver. A waiver of one or more of the conditions to closing may include, among other things, Uniti consenting to material dispositions of assets and other strategic transactions by Windstream without Uniti re-soliciting stockholder approval. Any determination whether to waive any conditions to closing, or to re-solicit stockholder approval to amend or supplement this proxy statement/prospectus as a result of such a waiver, will be made by Uniti at the time of such waiver based on the facts and circumstances as they exist at that time. To the extent Uniti determines that it is in the best interests of the Uniti stockholders to waive any closing conditions, and Uniti does elect to waive such condition and consummates the Merger, the market could react negatively, which could cause a substantial decline in the price of New Uniti Common Stock following the Merger.

Uniti stockholders are not entitled to appraisal rights in connection with the Merger.

Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the applicable transaction. Under Maryland law, holders of Uniti Common Shares will not have rights to an appraisal of the fair value of their shares in connection with the Merger. If the Delaware Conversion occurs, the Merger will be a Delaware merger and appraisal rights will be subject to Delaware law. However, no appraisal rights would be available to Uniti stockholders as Delaware stockholders with respect to the Merger because of an exception under Section 262 of the Delaware General Corporation Law (“DGCL”) for mergers authorized pursuant to Section 265 of the DGCL. See the section entitled “Appraisal Rights.”

The opinions of Uniti’s financial advisors will not reflect changes in circumstances between the signing of the Merger Agreement and the Closing.

Uniti has received opinions from its financial advisors in connection with the signing of the Merger Agreement but has not obtained any updated opinion from its financial advisors as of the date of this proxy statement/prospectus. Changes in the operations and prospects of Uniti or Windstream, general market and economic conditions and other factors that may be beyond the control of Uniti or Windstream, and on which the companies’ respective financial advisors’ opinions were based, may significantly alter the value of Uniti or Windstream or the price of Uniti Common Shares by the time the Merger is completed. The opinions do not speak as of the time the Merger will be completed or as of any date other than the date of such opinions. Because Uniti does not currently anticipate asking its financial advisors to update their opinions, the opinions will not address the fairness of the Merger consideration from a financial point of

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view at the time the Merger is completed. The Uniti Board’s recommendation that Uniti stockholders approve the Merger, however, is made as of the date of this proxy statement/prospectus.

Uniti’s directors and executive officers have interests in the Merger that may be different from, or in addition to, your interests as a stockholder of Uniti.

In considering the recommendation of the Uniti board to vote for the approval of the Merger Proposal, Uniti stockholders should be aware that the directors and executive officers of Uniti have interests in the Merger that may be different from, or in addition to, the interests of Uniti stockholders generally. The Uniti Board was aware of these interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement and declaring the Merger advisable, and in making its recommendation that Uniti stockholders vote to approve the Merger. For more information, see “The Merger — Interests of Uniti’s Directors and Executive Officers in the Merger.”

Risks Related to New Uniti Following the Merger

Competition and overbuilding in consumer service areas and competition in business markets could reduce market share and adversely affect New Uniti’s results of operations and financial condition.

New Uniti will face intense competitive pressures in its markets, including, but not limited to, competition from wireless companies, cable television companies and electric cooperatives in consumer service areas and other communications carriers or providers in business markets. Many competitors, especially wireless and cable television companies, have advantages, including substantially larger operational and financial resources, larger and more diverse networks, less stringent regulation, no carrier of last resort obligations and superior brand recognition. These entities may provide services that are competitive with the services that New Uniti will offer or intend to introduce. For example, competitors may seek to introduce networks in primarily copper-based markets that are competitive with or superior to our copper-based networks.

Wireless companies also aggressively offer high-speed internet service via wireless technology to a larger geographic footprint. Customers are increasingly choosing to stop using traditional wireline phone services and instead rely solely on wireless service. Cable television companies have aggressively expanded into consumer markets, offering voice, wireless and high-speed internet services in addition to video services. Some customers in the legacy Windstream footprint have chosen to move to cable television providers for their voice, high-speed internet and television bundles. Cable television companies are subject to less stringent regulations than what New Uniti will have to comply with for its consumer operations. Additionally, fixed wireless and satellite competition has contributed to a reduction in voice lines and generally has caused pricing pressure in the industry.

Additionally, some competitors have been awarded funding over a ten-year period starting in 2022 under the FCC’s Rural Digital Opportunity Fund (“RDOF”) program or state specific programs to expand broadband in and around the consumer markets that New Uniti will service, increasing competitive pressures. Competition in the consumer markets could also increase as awards are determined under various state and federal broadband funding programs, including the American Rescue Plan Act, the Infrastructure Investment and Jobs Act, via the Broadband Equity Access and Deployment Program (“BEAD”), by states and municipalities, and state specific funding programs. While Windstream is evaluating and aggressively pursuing all appropriate funding opportunities, competitors may receive awards in legacy Windstream markets and adjacent markets, which could affect New Uniti’s revenues in several ways, including accelerated consumer household loss, reductions by customers in usage-based services or shifts to less profitable services and a need to lower our prices or increase marketing expenses to stay competitive, especially if these competitors are allowed to overbuild existing facilities.

In certain business markets, New Uniti may purchase significant amounts of network capacity from other carriers to provide service to customers. These network facilities are owned by companies that will be competing directly with New Uniti for business customers. For additional information, see the risk factor “In certain operating territories and/or at certain locations, New Uniti will be dependent on other carriers to provide facilities used to offer service to customers.”

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The ability of New Uniti to compete effectively depends in part on the ability to achieve and maintain a competitive cost structure. Competition in consumer and business markets could affect future revenues and profitability in several ways, including being forced to lower prices or increase sales and marketing expense, accelerated consumer household loss, reductions by customers in usage-based services or shifts to less profitable services. Moreover, the federal BEAD program requires a “low cost” option in areas constructed utilizing BEAD funding. This option has yet to be defined, as each state is entitled to establish parameters and participation guidelines, leading to uncertainty and risk related to “low cost” locations in the event New Uniti is awarded BEAD funding for certain locations.

As of September 30, 2024, on a pro forma basis and as further adjusted to give effect to the Uniti ABS Refinancing Transactions, there was outstanding long-term indebtedness of approximately $8.9 billion, comprising: (i) Windstream legacy indebtedness consisting of the Windstream Revolver, which as of September 30, 2024, provided for an aggregate amount of borrowings up to $500 million, the Windstream 2024 Term Loan and the Windstream 2031 Notes and (ii) Uniti legacy indebtedness consisting of senior notes, the ABS Notes and its revolving credit facility which, as of September 30, 2024, provided for an aggregate committed amount of borrowings up to approximately $500 million. See “Description of New Uniti Indebtedness” for a description of the Uniti and Windstream indebtedness expected to be outstanding as of the Closing.

Following the Closing, New Uniti may, but is not required to, consummate the Post-Closing Reorganization, which would combine Windstream’s and Uniti’s debt into a single silo capital structure with a common parent entity. Prior to completing the Post-Closing Reorganization, each of Uniti’s and Windstream’s legacy indebtedness will remain separate within its respective organizational structure, with no cross-guarantees or credit support between legacy Uniti or Windstream. Each of Uniti’s and Windstream’s indebtedness contain restrictive covenants that impose significant restrictions on the ability of Uniti and Windstream to operate together, other than on an arm’s-length basis in accordance with the terms of such indebtedness. As a result, we may have significant restrictions on our ability to transfer assets, or otherwise enter into non-arm’s length transactions, between the Uniti and Windstream organizational structures. If the Post-Closing Reorganization is not completed, such restrictions will continue to govern the terms of each of Uniti’s and Windstream’s respective indebtedness. Such indebtedness also contains restrictive covenants that impose significant restrictions on the ability to pay dividends and make other distributions from each of Uniti and Windstream to New Uniti. As a result of these covenants, we may be limited in the manner in which we conduct our business, and we may be constrained in our ability to pay dividends or unable to engage in favorable business activities or finance future operations or capital needs. If the Post-Closing Reorganization is completed, certain of the existing agreements and arrangements presently in effect between Uniti and Windstream (such as the Windstream Leases and the 2020 Settlement Agreement, which requires Uniti to fund periodic settlement payments and reimburse Windstream for certain GCIs (as defined below)) could be (but are not required to be) terminated.

Further, any significant additional indebtedness that New Uniti may incur could require a substantial portion of cash flow to make interest and principal payments due on such indebtedness, limiting the ability to borrow additional amounts for working capital, capital expenditures or debt services requirements to execute the go-forward business strategy or other purposes. Greater demands on cash resources may reduce funds available to New Uniti to make capital expenditures and acquisitions or carry out other aspects of the business strategy. Increased indebtedness can also (i) limit our ability to adjust rapidly to changing market conditions, (ii) make New Uniti more vulnerable to general adverse economic and industry conditions, (iii) create competitive disadvantages compared to other companies with relatively lower debt levels, (iv) expose New Uniti to increased interest rate risk to the extent that our debt obligations are subject to variable interests rates or if New Uniti needs to refinance existing debt that bears interest at a rate lower than current market rates, (v) adversely affect customers, vendors, employees or creditors’ perception of New Uniti and (vi) increase the risk that New Uniti may not meet the financial or non-financial covenants contained in debt agreements or timely make all required debt payments, either of which could result in the acceleration of some or all of our outstanding indebtedness.

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Cybersecurity incidents could have a material adverse effect on New Uniti’s business, results of operations and financial condition.

Network and information systems and other technologies, including those related to network management, customer service operations, employee data, and the products and services to be provided by New Uniti, are expected to be critical to New Uniti’s business activities. Cybersecurity attacks or incidents or unauthorized access to or disruption of the operation of New Uniti’s networks and systems and those of New Uniti’s suppliers, vendors and other services providers, have in the past and could in the future (i) disrupt the proper functioning of networks and systems, which could in turn disrupt the service to be provided to customers, (ii) result in the destruction, loss, theft, misappropriation or release of proprietary, confidential, personal, sensitive, classified or otherwise valuable information of New Uniti, its employees, customers or its customers’ end users, (iii) require New Uniti to notify customers, regulatory agencies or the public of such cybersecurity attacks or incidents, (iv) damage New Uniti’s reputation or result in a loss of business and revenue or require customer credits or incentives to retain customers, (v) subject New Uniti to claims or lawsuits by customers, vendors, or regulators for damages, fines, penalties, license or permit revocations or other remedies, (vi) result in the loss of industry certifications or (vii) require significant management attention or financial resources to remedy the resulting damages or to change systems. Any of the foregoing could have a material adverse effect on New Uniti’s business, its results of operations and financial condition.

As cybersecurity threats become increasingly sophisticated and severe, particularly with the use of Artificial Intelligence (“AI”) and machine learning by cybercriminals, the proliferation of organized cybercrime groups, hackers, terrorists, and other external parties, including foreign and state-supported actors, the increasing public awareness of the importance of safeguarding personal information, and the growing volume of legislation adopted or being considered regarding data privacy and cybersecurity, cybersecurity-related risks have increased, and will continue to increase. Additionally, cyberattacks may be difficult to detect for long periods of time and a post-attack investigation may not be able to ascertain the entire scope of an attack’s impact. Thus, New Uniti may be required to expend significant costs and additional resources on cybersecurity risk management to continue to modify or enhance protective measures or to remediate any cybersecurity vulnerabilities or other exposures.

New Uniti will be subject to state and federal laws and regulations relating to privacy and data protection including regulations promulgated by the FCC and a number of state privacy laws that include significant penalties for non-compliance. Attention to privacy and data security requirements is increasing at all levels of government globally, and privacy-related legislation is under consideration in many locations. Such developments could cause impacts to New Uniti’s operations, increased legal risk, reputational harm or compliance costs.

New Uniti expects to have in place data privacy and cybersecurity policies and other internal controls to safeguard and protect against misuse or loss of confidential, proprietary, sensitive, personal and other nonpublic information, including sensitive customer and employee information that may be stored for business purposes and policies and other internal controls to safeguard and protect against malicious interference with networks and information technology infrastructure and related systems and technology, as well as misappropriation of data and other malfeasance. However, New Uniti cannot completely eliminate these risks or future unknown risks associated with cybersecurity incidents or threat actors. This risk is elevated when there are wars, armed conflicts, or military actions occurring globally, or when there is general global political unrest.

Any failure of the physical or internal systems infrastructure or services could lead to significant costs and disruptions.

New Uniti’s business will depend on providing customers with reliable services. The services provided are subject to disruption, degradation or failure resulting from numerous factors, including human error, aging infrastructure and legacy technologies, power loss, improper maintenance, physical or electronic security breaches, fire, earthquake, hurricane, flood and other natural disasters, water damage, the effect of war, terrorism and any related conflicts or similar events worldwide, and sabotage and vandalism. From time to time in the ordinary course of business, New Uniti expects that it will experience disruptions in its service due to factors such as cable damage, fiber cuts (particularly in rural areas without redundant fiber networks), inclement weather and service failures of our third-party service providers. Additionally, New Uniti could face

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disruptions due to capacity limitations as a result of changes in our customers’ high-speed internet usage patterns, resulting in a significant increase in the utilization of our network. New Uniti may not be able to efficiently upgrade or change its networks or facilities to meet new demands without incurring significant costs that it may not be able to pass on to customers.

New Uniti also expects to rely on software and systems to process, transmit and store electronic information and to manage or support a variety of business processes, including financial transactions and maintenance of records, which includes customers’ proprietary business information and certain sensitive customer and employee information. Although New Uniti will take steps to protect the security of the data maintained in these systems, it is possible that the security measures will not be able to prevent the breach or improper functioning of its systems. Any failure to maintain proper function, security and availability of the systems could interrupt operations, damage New Uniti’s reputation, subject New Uniti to liability claims or regulatory penalties and could materially and adversely affect New Uniti’s business, results of operations and financial condition.

Rapid changes in technology could affect our ability to compete.

The technology used to deliver communications services changes rapidly, requiring investment to stay abreast of the changes. Wireless companies are aggressively developing networks using next-generation data technologies, which are capable of delivering high-speed internet service via wireless technology to a larger geographic footprint. If these technologies continue to expand in availability and reliability, they could become a cost-effective alternative to high-speed internet services, further increasing competition, especially in consumer areas. In addition, cable operators continue to develop technology to deploy faster broadband speeds, and such deployment may be done more rapidly by cable operators than by New Uniti. Although New Uniti will use fiber optics in parts of its networks and will expand and enhance its fiber network, it will continue to rely on copper transport media to serve customers in certain areas.

Additionally, AI technology continues to develop in a highly competitive and rapidly evolving environment by a wide variety of technology companies, many of which are dedicating substantial resources to research and development initiatives. New Uniti may utilize AI technology in the delivery of services to customers but may choose to or need to limit its use due to associated costs. AI presents various challenges, its use could have unintended adverse consequences, and any use of AI may give rise to risks related to harmful content, inaccurate output, bias, intellectual property infringement or misappropriation, defamation, privacy incidents, and cybersecurity vulnerabilities, among others. The United States, the European Union and other governmental bodies have taken initial steps to regulate AI, which could ultimately increase AI’s legal risks or decrease its usefulness. Thus, there is no assurance that any use by New Uniti of AI will not cause harm to its business, operations or reputation or give rise to significant costs.

If New Uniti is unable to keep up with changes and leverage next generation technology, or make the capital expenditures necessary to continue to leverage the latest technology, New Uniti may not be able to offer competitive services to our customers. This could adversely affect New Uniti’s ability to compete for consumers and business customers, which, in turn, would adversely affect results of operations and financial condition.

Continuous increases in broadband usage may cause network capacity limitations, resulting in service disruptions or reduced capacity for customers.

Broadband consumption continues to increase, and, as a result, could require significant capital expenditures to increase network capacity to avoid service disruptions or reduced capacity for customers.

While New Uniti believes demand for these services may drive customers to pay for faster internet speeds offered as part of our premium services, New Uniti may not be able to recover the costs of the necessary network investments. This could result in an adverse impact to New Uniti’s results of operations and financial condition.

In certain operating territories and/or at certain locations, New Uniti will be dependent on other carriers to provide facilities used to offer service to customers.

In certain markets and/or at certain locations, New Uniti may purchase a significant portion of its network capacity from other carriers. These carriers may compete directly with New Uniti for customers. Availability and pricing of these services can be volatile and subject to change.

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Because providers may be able to deny or limit access to capacity regarding certain services, New Uniti may not be able to effectively compete in some of its markets going forward. Also, if the provider does not adequately maintain or timely install its own facilities, despite legal obligations, service to customers may be adversely affected. As a result of all these items, New Uniti’s competitive position, operations, financial condition and operating results could be materially affected.

New Uniti’s operations will require sufficient access to liquidity to fund its cash needs; if funds are not available when needed, this could affect service to customers and growth opportunities and have a material adverse impact on the business and financial position.

New Uniti will require substantial capital to maintain and enhance its network and build-out new fiber networks, even if there are matching funds under state or federal broadband programs, to remain competitive. While New Uniti expects to be able to fund required capital expenditures, other operating expenses (including debt service obligations) and intra-company obligations from cash generated from operations and borrowings under credit facilities, other risk factors described in this section, such as (i) the risks related to the substantial pro forma consolidated indebtedness of New Uniti, which will require a substantial portion of cash flow to make interest and principal payments due on such indebtedness, limiting the ability to borrow additional amounts for working capital or other expenditures and (ii) the risks related to reliance on government funding and the adverse impact upon expected revenue and operating results should we be prohibited from participating in such government programs, could materially reduce cash available from operations or significantly increase capital expenditure requirements. For more information, see the risk factors “Pro forma consolidated indebtedness could materially and adversely affect New Uniti’s financial position, including reducing funds available for other business purposes and reducing our operational flexibility.” and “If New Uniti is prohibited from participating in government programs, results of operations could be materially and adversely affected.” If any of these risks are realized, funds for capital expenditures may not be available when needed, which could affect service to customers and growth opportunities. New Uniti may also need to access the capital markets to generate additional funds in an amount sufficient to fund its business operations, announced investment activities, capital expenditures, debt service and other obligations and may seek to access the equity and debt capital markets when market conditions are appropriate. The amount, nature and timing of any capital markets transactions will depend on, among other things, operating performance and other circumstances; then-current commitments and obligations; the amount, nature and timing of capital requirements; any limitations imposed by current credit arrangements; and overall market conditions. If forward-looking expectations about New Uniti’s liquidity prove to be incorrect or if New Uniti is unable to access the capital markets as anticipated, it would be subject to a shortfall in liquidity in the future which could lead to a reduction in capital expenditures and, in an extreme case, the ability to pay debt service obligations on a timely basis or at all.

If New Uniti is prohibited from participating in government programs, results of operations could be materially and adversely affected.

It is anticipated that New Uniti will be the recipient of a meaningful amount of end user revenue and government funding under various government programs, including broadband funding programs, and Universal Service Funding on a state and federal level. If New Uniti does not continue to qualify for participation in these programs for any reason, or qualifies for less than the anticipated funding, or if these programs are phased out without a replacement, due to changes in the law or lack of funding, the financial and operating condition of New Uniti could be materially impaired.

Additionally, as a government contractor for services for various state, local and federal agencies, the failure to comply with the complex government regulations, changes to government regulations, executive orders, federal or state mandates or statutes applicable to the programs, or the terms of one or more of our government contracts, could result in suspension or debarment from future government programs for a significant period of time or result in harm to New Uniti’s reputation with the government and possible restriction from future government activities. While New Uniti should have compliance programs and internal controls that are reasonably designed to prevent misconduct and non-compliance relating to the government programs and contracting, it cannot eliminate the risk that employees, partners or subcontractors may independently engage in such activities.

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If New Uniti is suspended or debarred from government programs, or if government contracts are terminated for any reason, it could suffer a significant reduction in expected revenue which could have a material and adverse effect on operating results. For additional information relating to the state, local and federal funding that we receive, see the section titled “Windstream Management’s Discussion and Analysis of Financial Condition.”

New Uniti will be subject to various forms of regulation from the FCC and state regulatory commissions, which limit pricing flexibility for regulated voice and high-speed internet products, subject New Uniti to service quality, service reporting and other obligations and expose New Uniti to the reduction of revenue from changes to the USF, the inter-carrier compensation system, or access to interconnection with competitors’ facilities.

New Uniti will be subject to various forms of regulation from the regulatory commissions in each state where its service territory is located, as well as from the FCC. In some circumstances, these regulations restrict the ability to adjust rates to reflect market conditions and may affect the ability to compete and respond to changing industry conditions. Thus, future revenues, costs, and capital investment in New Uniti’s business could be adversely affected by applicability of government requirements. Certain competitors, especially cable competitors, are generally subject to less stringent regulations, and cable voice offerings and others are subject to fewer service quality and reporting requirements, and their rates are generally not subject to regulation.

Consumer areas also may be subject to “carrier of last resort” obligations, which generally obligate the company to provide basic voice services to any person within our service area regardless of the profitability of the customer. Competitors in these areas are not subject to such requirements. Because of these regulatory disparities, New Uniti will have less flexibility in its markets than competitors, impeding its ability to compete on an equal basis, that could result in future revenue losses.

In addition, these regulations could create significant compliance costs. Delays in obtaining certifications and regulatory approvals could cause substantial legal and administrative expenses, and conditions imposed in connection with such approvals could adversely affect the rates charged to customers. The business also may be affected by legislation and regulation imposing new or greater obligations related to, for example, implementing anti-digital discrimination requirements, assisting law enforcement, bolstering homeland and cyber-security measures, protecting intellectual property rights of third parties, minimizing environmental impacts and implementing sustainability measures, protecting customer privacy, or addressing other issues that affect the communications industry.

Legislative and regulatory activity has recently increased, particularly with respect to broadband networks. For example, Congress approved tens of billions of dollars in new funding for broadband deployment pursuant to BEAD, but BEAD comes with “Buy America” supply requirements that may be difficult to comply with due to equipment shortages. Although subject to court challenge, the FCC has issued several new regulations, including “digital discrimination” regulations that are difficult to administer, and seeks to reimpose network neutrality requirements that would reclassify broadband service as a “telecommunications service” under Title II of the Communications Act of 1934, which would authorize the FCC to potentially regulate customer rates, speeds, data usage thresholds or other terms for internet services and prohibit, or seriously restrict, arrangements between us and internet content, applications and service providers. States and localities are also increasingly proposing new regulations impacting communications services, including new privacy laws. Any of these regulations could significantly affect New Uniti’s business and legal and compliance costs. In addition, U.S. and foreign regulators and courts could adopt new interpretations of existing competition, privacy, cyber or antitrust laws or enact new laws or regulatory tools that could negatively impact New Uniti’s businesses. New Uniti is unable to predict the outcome or effects of any of these potential actions or any other legislative or regulatory proposals on our businesses.

Windstream is facing claims, and New Uniti in the future may face claims and new compliance, regulatory or other obligations or liabilities, relating to lead contained in copper network assets.

There have been media articles alleging that lead-clad telecommunications cables are an environmental and health and safety risk. Windstream is currently subject to litigation relating to the subject matter of these assertions. While we are currently evaluating this litigation, it is too soon to determine whether the litigation

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could materially affect our business, financial condition and results of operations. Windstream and New Uniti may also be subject to additional claims, governmental, employee and union inquiries, potentially new regulation or legislation, investigations and remedial or other obligations or other obligations relating to lead-clad cables and may incur significant expenses addressing such matters or complying with any new regulation or legislation or other obligations or liabilities, which could have a material adverse effect on Windstream’s and New Uniti’s business, financial condition and results of operations.

The level of returns on pension plan investments and changes to the actuarial assumptions used to value pension obligations could have a material effect on earnings and result in material funding requirements to meet pension obligations, impacting available cash.

Pension plan investments to be acquired from Windstream are exposed to changes in the financial markets. Returns generated on plan assets have historically funded a large portion of the benefits paid under the Windstream pension plan. Funding requirements may increase as a result of a decline in the market value of plan assets, a decline in the interest rates used to calculate the present value of future plan obligations or government regulations that increase minimum funding requirements of the pension liability, which could adversely affect cash flows from operations. Also, reductions in discount rates and extensions of participant mortality rates directly increase pension liability and expose New Uniti to greater funding obligations in the future.

New Uniti may pursue acquisitions and seek other strategic opportunities, which may result in the use of a significant amount of management resources or significant costs, and New Uniti may not fully realize the potential benefits of such transactions.

Upon the Closing, New Uniti intends to pursue acquisitions and seek other strategic opportunities. Accordingly, New Uniti expects in the future to be engaged in evaluating potential transactions and other strategic alternatives to which it may devote a significant amount of its management resources, which could negatively impact operations. New Uniti may incur significant costs in connection with seeking acquisitions or other strategic opportunities regardless of whether the underlying transactions are completed. In the event that New Uniti consummates an acquisition or strategic alternative in the future, there is no assurance that New Uniti would fully realize the potential benefits of such a transaction. Integration may be difficult and unpredictable, and acquisition-related integration costs, including certain non-recurring charges, could materially and adversely affect results of operations. Moreover, integrating assets and businesses may significantly burden management and internal resources, including the potential loss or unavailability of key personnel. If New Uniti fails to successfully integrate the assets and businesses we acquire, it may not fully realize the potential expected benefits of such transaction, and operating results could be adversely affected.

Any further impairment of Uniti’s goodwill would negatively impact New Uniti’s financial condition.

Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations. Impairment may result from significant changes in the manner of use of the acquired assets, negative industry or economic trends and/or any changes in the key assumptions regarding fair value. The extent to which the fair value of net assets acquired in business combinations is ultimately impacted will depend on numerous evolving factors that are presently uncertain and which Uniti and New Uniti may not be able to predict. Although Uniti assesses potential impairment of its goodwill on an annual basis, negative industry or economic trends and/or any changes in key assumptions regarding its fair value may cause Uniti to perform an interim analysis of goodwill and to report an impairment charge in the future, which could have a significant adverse impact on Uniti’s reported earnings. At September 30, 2024, on a pro forma basis, Uniti had $672.2 million of goodwill on its consolidated balance sheet. For a discussion of Uniti’s goodwill impairment testing, see Note 3 to Uniti’s consolidated financial statements in Part II, Item 8 “Financial Statements and Supplementary Data” and “Critical Accounting Estimates-Evaluation of Goodwill Impairment” in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Uniti’s Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated herein by reference.

New Uniti may need to defend itself against lawsuits or claims of infringement, misappropriation or other violation of the intellectual property rights of others.

Each of Uniti and Windstream has in the past, and New Uniti may in the future, face claims or lawsuits from third parties, claiming infringement upon their intellectual property rights. In certain situations,

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New Uniti may have the ability to seek indemnification from vendors regarding these lawsuits or claims. If New Uniti cannot enforce indemnification rights or if vendors lack the financial means to provide indemnity, these claims may require significant time and money to defend and divert the attention and resources of New Uniti’s management and key personnel from its business operations, even if New Uniti were to prevail in the lawsuits or claims against it. If such third-party intellectual property rights are successfully asserted against New Uniti, it could have adverse effects on New Uniti’s business, including requiring that it (i) pay substantial damages, or ongoing royalty payments, (ii) seek a license from the owner of the asserted intellectual property, which license may not be available on reasonable terms, or at all, (iii) comply with other unfavorable terms or (iv) establish and maintain alternative branding for its products and services. In addition, in responding to these claims or lawsuits, New Uniti may be required to stop selling or using, or redesigning, one or more of its products or services, which could adversely affect the way it plans to conduct business. Any of the foregoing events may result in an adverse impact to New Uniti’s results of operations and financial condition.

Key suppliers may experience financial or operational difficulties that may adversely affect our operations.

New Uniti will purchase a significant amount of goods and equipment from a small number of key suppliers. Should these suppliers breach, terminate or elect not to renew their agreements or otherwise fail to perform their obligations in a timely manner, experience operating or financial difficulties, be unable to provide the goods or equipment, be unable to procure component parts for the goods and equipment purchased from them, or experience negative impacts to their operations, including due to the implementation of tariffs, epidemics, pandemics, diseases, armed conflicts, military actions or wars, their issues could adversely affect the business as a result of increased prices to source goods and equipment through alternative vendors or result in delays or cancellation in delivery of equipment and goods needed to provide services or to maintain or enhance the network. Any of these factors could have a material adverse effect on our business, financial condition and results of operations.

Adverse developments in the relationship with employees or the ability to hire and retain key personnel could adversely affect New Uniti’s business, results of operations and financial condition.

The ability to successfully operate the business depends on the contributions of employees, especially key personnel. The loss or unavailability for any reason of key members of the workforce could have a material impact on New Uniti’s business. In the current professional climate, it may be more difficult to hire or retain key personnel, and replace those who leave, which could impair execution of strategies and operational initiatives, thereby having an adverse effect on the financial condition and results of operations.

Additionally, New Uniti will be party to collective bargaining agreements with several unions. While relationships with these unions generally have been satisfactory, and historically, legacy Windstream has succeeded in negotiating new collective bargaining agreements without work stoppages, no assurances can be given that New Uniti will succeed in negotiating new collective bargaining agreements to replace the expiring ones without work stoppages. Increases in organizational activity or any future work stoppages could have a material adverse effect on New Uniti’s business, results of operations and financial condition.

Unforeseen events could adversely affect New Uniti’s operations, business, and reputation.

New Uniti could be negatively impacted by unforeseen events, such as extreme weather events, natural disasters (including as a result of any potential effects of climate change), acts of vandalism or terrorism, or outbreak of highly infectious or contagious diseases. For example, the COVID-19 pandemic negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets, and another pandemic or other unforeseen event in the future could do the same. Also, global climate change could result in increased frequency of certain types of natural disasters and extreme weather events that could adversely impact New Uniti’s network. New Uniti cannot predict with certainty the rate at which climate change is occurring or the potential direct or indirect impacts of climate change to the business. Any such unforeseen events could, among other things, damage or delay deployment of our communication infrastructure, interrupt or delay service to customers, potentially resulting in legal claims or penalties, disruption in operations, damage to New Uniti’s reputation, negative market perception, or costly response measures, each of which could adversely affect the business.

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Sustainability related disclosures may expose New Uniti to reputational and legal risks.

The current trend of heightened interest and awareness regarding sustainability measures taken by companies may continue for the foreseeable future. New Uniti could be criticized regarding the accuracy, adequacy, or completeness of its climate, community impact, or sustainability disclosures.

We may also incur additional expenses as a result of U.S. and international regulators requiring additional disclosures regarding broader environmental, social or governance-related factors. Compliance with such regulations and the associated potential cost is complicated by the fact that various countries and regions are following different approaches to the regulation of climate change.

New Uniti will be dependent on the communications industry and may be susceptible to the risks associated with it, including general weak economic conditions, which could materially adversely affect its business, financial position or results of operations.

The success of New Uniti will be dependent on the communications industry and its participants, which could be adversely affected by economic conditions in general, including any impacts from inflation, tariffs that may be implemented that could cause supply chain disruption, changes in consumer trends and preferences, changes in communications technology designed to enhance the efficiency of communications distribution systems (including lit fiber networks and wireless equipment), and other factors over which we and our tenants have no control. A decrease in the communications business or development and implementation of any such new technologies would likely have an adverse effect on New Uniti’s revenues. In addition, New Uniti will originate and terminate calls for long-distance and other voice carriers over its network in exchange for access charges that will generate a significant portion of New Uniti’s revenues. If these carriers go bankrupt or experience substantial financial difficulties and are unable to timely make payments, it may have a negative effect on New Uniti’s results of operations and financial condition.

Weak economic conditions and disruptions in the global financial markets, such as higher interest rates, may impact New Uniti’s ability to obtain financing or to refinance existing debt on acceptable terms, if at all, which could increase the cost of borrowings over time. Further, inflationary pressures in the United States may also have negative impacts on cost structure and pricing models and may impact the ability of third parties (including advertisers, customers, suppliers, wholesale distributors and retailers, among others) to satisfy their obligations to New Uniti.

Failure to realize the benefits expected from the Merger could adversely affect the value of New Uniti Common Stock.

There can be no assurance that Uniti and Windstream will actually realize any of the benefits expected from the Merger or realize such benefits within the anticipated timeframe. Anticipated benefits from the Merger include lower costs, increased revenues, synergies and growth opportunities. Achieving these benefits will depend, in part, on Uniti’s and Windstream’s ability to combine their businesses successfully and efficiently. The challenges involved in this combination, which will be complex and time consuming, include the following:

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preserving Uniti’s and Windstream’s customer and other important relationships and attracting new business and operational relationships;

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integrating financial forecasting and controls, procedures and reporting cycles;

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consolidating and integrating corporate, information technology, finance and administrative infrastructures; and

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integrating employees and related HR systems and benefits, maintaining employee morale and retaining key employees.

If Uniti and Windstream do not successfully manage these issues and the other challenges inherent in the Merger, then Uniti may not achieve the anticipated benefits on the anticipated timeframe or at all and New Uniti’s revenue, expenses, operating results and financial condition and stock price could be materially adversely affected.

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The financial forecasts are based on various assumptions that may not be realized.

The financial estimates set forth in the forecasts included under the section “The Merger — Certain Unaudited Prospective Financial Information of Uniti” beginning on page 193 of this proxy statement/prospectus were based on assumptions of, and information available to, Uniti’s management when prepared, and these estimates and assumptions are subject to uncertainties, many of which are beyond Uniti’s and New Uniti’s control and may not be realized. Many factors mentioned in this proxy statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described under “Cautionary Note Regarding Forward-Looking Statements” will be important in determining the combined company’s future results. As a result of these contingencies, actual future results may vary materially from Uniti’s estimates. In view of these uncertainties, the inclusion of financial estimates in this proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

Uniti’s financial estimates were not prepared with a view toward public disclosure, and such financial estimates were not prepared with a view toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made, and neither Uniti nor New Uniti undertakes any obligation, other than as required by applicable law, to update the financial estimates herein to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

The prospective financial information included in this document has been prepared by and is the responsibility of Uniti’s management. KPMG LLP (“KPMG”), Uniti’s independent registered public accounting firm, and PricewaterhouseCoopers LLP (“PwC”), Windstream’s independent registered public accounting firm, have not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the prospective financial information and, accordingly, neither KPMG nor PwC have expressed an opinion or any other form of assurance with respect thereto. The KPMG report on Uniti’s consolidated financial statements incorporated by reference from Uniti’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, relates to Uniti’s previously issued financial statements and the PwC report included in this proxy statement/prospectus relates to Windstream’s previously issued financial statements. The reports do not extend to the prospective financial information and should not be read to do so.

The unaudited pro forma combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Uniti’s actual financial position or results of operations would have been had the Merger been completed on the dates indicated, or indicative of what Uniti’s or Windstream’s actual financial position or results of operations will be in the future. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

If the Merger is completed, the Windstream Leases will become intercompany agreements; the performance and financial condition of New Uniti will remain subject to Windstream’s ability to satisfy its payment and other obligations under such leases.

In the event the Merger is completed, the Windstream Leases will become intercompany agreements within New Uniti and Windstream will remain obligated to make lease payments to Uniti pursuant to their terms. In the event Windstream’s financial condition or performance deteriorates and Windstream is unable to satisfy its payment and other obligations under the Windstream Leases, the financial condition and results of operations of New Uniti could be materially and adversely affected. See the section entitled “Other Agreements Related to the Transactions — Windstream Leases” for more information.

If Uniti fails to convert to a Delaware corporation prior to the Effective Time, there is increased risk that Uniti may incur significant state tax liabilities.

As more fully described above in the risk factor “If Uniti exercises its rights under the Merger Agreement to effect the Merger using an alternative transaction structure, Uniti expects that New Uniti would not receive a step-up in the tax basis of any of Uniti’s assets, reducing potential tax savings for New Uniti that otherwise would result from the Merger,” following the Merger New Uniti may effect the Uniti Post-Closing Restructuring to obtain certain U.S. federal income tax benefits. However, certain state and local income tax consequences of the Uniti Post-Closing Restructuring are uncertain, and it is possible that New Uniti

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could incur significant state and local tax income liabilities if the Uniti Post-Closing Restructuring is effected. Uniti intends to take the position that, if the Uniti Post-Closing Restructuring can be completed after the Merger becomes effective but on the same day that the Merger is completed, such state and local tax liabilities will not apply, although there can be no assurance that state and local tax authorities will agree with Uniti’s position and that such state and local tax liabilities will not be incurred. Uniti believes that, under Maryland law and administrative practice, it may be difficult to complete the Uniti Post-Closing Restructuring on the same day that the Merger is completed unless, prior to the Effective Time, Uniti converts to a Delaware corporation. If Uniti stockholders fail to approve the proposal to convert Uniti to a Delaware corporation, or if the Uniti Board determines that it is in the best interests of Uniti and its stockholders to abandon the conversion prior to the Closing, with the result that Uniti cannot convert to a Delaware corporation prior to the Effective Time, Uniti may not be able to complete the Uniti Post-Closing Restructuring on the same day that the Merger is completed. Although Uniti expects that, even if Uniti does not convert to a Delaware corporation prior to the Effective Time, the combined company would still be able to complete the Uniti Post-Closing Restructuring after the day on which the Merger is completed and obtain the anticipated U.S. federal income tax benefits, in such circumstance there would be a significantly increased risk that the state and local income tax liabilities described above would be incurred by the combined company as a result of effecting the Uniti Post-Closing Restructuring.

Unlike Uniti, New Uniti will not be a REIT for U.S. federal income tax purposes, and will be subject to regular U.S. federal, state and local corporate income taxes after the Merger.

Unlike Uniti, New Uniti will not be a REIT. As a result, following the Merger, New Uniti will be subject to regular U.S. federal corporate income tax, as well as state and local corporate income taxes in the jurisdictions in which it operates. In addition, unlike Uniti, New Uniti will not be subject to the requirements for qualifying as a REIT, including, among other things, the requirement to distribute annual dividends that are not less than 90% of its REIT taxable income on an annual basis. As discussed below under the risk factor entitled “We do not anticipate paying any cash dividends in the foreseeable future,” New Uniti does not anticipate paying any cash dividends on the New Uniti Common Stock in the foreseeable future.

New Uniti may be a United States real property holding corporation for U.S. federal income tax purposes after the Merger, which could subject certain dispositions of the New Uniti Common Stock by the non-U.S. investors to U.S. federal income tax.

Based on the expected composition of New Uniti’s assets, New Uniti may be a United States real property holding corporation (a “USRPHC”) for U.S. federal income tax purposes after the Merger. If New Uniti is a USRPHC for U.S. federal income tax purposes, certain dispositions of the New Uniti Common Stock by Non-U.S. Holders that own, actually or constructively, more than 5% of New Uniti Common Stock during a specified time period may be subject to U.S. federal income tax on any gain from such disposition. If any such gain is subject to U.S. federal income tax, the Non-U.S. Holder will be required to file a U.S. federal income tax return reporting such gain.

For additional information, see the section entitled “Material U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Ownership and Disposition of New Uniti Common Stock — Non-U.S. Holders — Gain on Disposition of New Uniti Common Stock.”

Risks Related to New Uniti Common Stock

New Uniti’s stock price may fluctuate significantly.

The trading price of New Uniti Common Stock is likely to be volatile and subject to wide price fluctuations in response to various factors, including:

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market conditions in the broader stock market in general, or in our industry in particular;

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actual or anticipated fluctuations in our quarterly financial and operating results;

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introduction of new products and services by us or our competitors;

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issuance of new or changed securities analysts’ reports or recommendations;

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sales of large blocks of our stock;

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additions or departures of key personnel;

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regulatory developments;

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litigation and governmental investigations; and

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economic and political conditions or events.

These and the other factors described herein may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, in the past, when the market price of Uniti and Windstream stock has been volatile, holders of that stock have instituted securities class action litigation against them. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.

Insiders, including Elliott and its affiliates, will have influence over us after the Merger and could limit your ability to influence the outcome of key transactions, including a change of control.

Two of our largest stockholders, directors and executive officers and entities affiliated with them are expected to own over 35% of the outstanding shares of the New Uniti Common Stock upon the Closing (before giving effect to the exercise of warrants or any potential conversion of the New Uniti Preferred Stock into New Uniti Common Stock). In particular, Elliott and its affiliates are expected to own over 24% of such New Uniti Common Stock. As a result, subject to the Stockholder Agreements, these stockholders, would be able to influence matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other extraordinary transactions. See “Other Agreements Related to the Transactions — Elliott Stockholder Agreement” and “Other Agreements Related to the Transactions — Legacy Investor Stockholder Agreement.” Further, pursuant to the Elliott Stockholder Agreement, Elliott will have the right, subject to certain requirements, to select a number of director designees equal to (a) two (or, in the event the number of directors on the New Uniti Board is greater than nine, a number that would result in the number of designees representing 20% of the directors then comprising the New Uniti Board), for so long as Elliott and its controlled affiliates collectively beneficially own at least 50% of the shares of New Uniti Common Stock that they hold as of the date of the Elliott Stockholder Agreement and (b) one (or, in the event the number of directors on the New Uniti Board is greater than nine, a number that would result in the number of designees representing 10% of the directors then comprising the New Uniti Board), for so long as Elliott and its controlled affiliates collectively beneficially own at least 25% but less than 50% of such shares of New Uniti Common Stock.

Our largest stockholders, including Elliott and its affiliates, may also have interests that differ from yours, including as a result of holding other investments, and may vote in a way with which you disagree and which may be adverse to your interests. For example, Elliott has made an investment in Crown Castle Inc., and appointed two new directors to the board of Crown Castle in connection with a cooperation agreement between Elliott and Crown Castle. Elliott has also made investments in other FCC-licensed companies that do not currently compete with Windstream, and, in the future, Elliott could make investments in other telecommunication assets or portfolio companies that could compete with New Uniti, which could result in Elliott having interests that differ from those of other New Uniti stockholders. The concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of New Uniti Common Stock.

Our certificate of incorporation will include a corporate opportunity waiver.

To the fullest extent permitted under the DGCL, our certificate of incorporation will renounce any interest or expectancy of New Uniti in, or in being offered an opportunity to participate in, business opportunities that are presented to our directors or stockholders other than those directors or stockholders who are employees of New Uniti. Our significant stockholders, including Elliott, the Legacy Investors, our non-employee directors and their respective affiliates will not (to the fullest extent permitted by applicable

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law) have any liability to New Uniti for any breach of fiduciary duty for engaging in any such activities or from not disclosing any corporate opportunities to New Uniti or from pursuing or acquiring such opportunities themselves or offering or directing such opportunities to any other person. As a result of these provisions, New Uniti may be not be offered certain corporate opportunities which could be beneficial, or our significant stockholders, including Elliott, the Legacy Investors, our non-employee directors or their respective affiliates may direct such opportunities to certain other businesses in which they are engaged (or such other businesses may otherwise pursue such opportunities) causing them to compete with New Uniti, which may cause such opportunities not to be available to New Uniti or to become more expensive or difficult for New Uniti to pursue, which could adversely impact New Uniti’s business or prospects. By being a stockholder in New Uniti, you will be deemed to have notice of and have consented to these provisions of our certificate of incorporation.

Some provisions of Delaware law and our certificate of incorporation and bylaws may deter third parties from acquiring us.

Our certificate of incorporation and bylaws provide for, among other things:

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the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval;

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advance notice requirements for stockholder proposals; and

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a “synthetic” anti-takeover provision in lieu of the statutory protections of Section 203 of the Delaware General Corporation Law.

These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions than you desire. See “Comparison of Stockholder Rights.”

We do not anticipate paying any cash dividends in the foreseeable future.

We currently intend to retain our future earnings, if any, for the foreseeable future, to fund the development and growth of our business. We do not intend to pay any dividends to holders of our common stock for the foreseeable future. As a result, capital appreciation in the price of our common stock, if any, will be your only source of gain on an investment in our common stock.

The redemption or repurchase of the New Uniti Preferred Stock may result in significant dilution and/or cash expenditures.

We may redeem the New Uniti Preferred Stock at our option at any time at a price per share equal to (i) for the first three years after the initial issuance thereof, $1,400 minus any cash dividends paid on such shares of New Uniti Preferred Stock and (ii) thereafter, 100% of the liquidation preference of the New Uniti Preferred Stock to be redeemed plus accrued and unpaid dividends on such shares. In addition, following the tenth anniversary of the initial issuance of the New Uniti Preferred Stock, affiliates of Elliott may, subject to certain constraints, require us to repurchase the New Uniti Preferred Stock at a price equal to 100% of the liquidation preference of the shares to be repurchased plus accrued and unpaid dividends on such shares. Under the terms of the New Uniti Preferred Stock, we may elect to settle any redemption or repurchase in cash or shares of New Uniti Common Stock (valued at the time of issuance of such New Uniti Common Stock); provided, however, that, subject to certain conditions, a holder of the New Uniti Preferred Stock may require us to settle any redemption or repurchase of its New Uniti Preferred Stock in shares of New Uniti Common Stock, subject to a cap. See “Description of Securities Following the Merger — Preferred Stock.” In the event we settle a redemption or repurchase of the New Uniti Preferred Stock with shares of New Uniti Common Stock, our common stockholders will experience dilution, which may be significant. If we settle any redemption or repurchase with cash, such cash amounts may be significant and may require us to incur incremental indebtedness, which may impact our financial position and constrain our operational flexibility.

Sales of substantial amounts of New Uniti Common Stock in the open market by the Elliott Stockholders, the Legacy Investors or any of their respective affiliates could depress New Uniti’s stock price.

Shares of New Uniti Common Stock that are issued to the Elliott Stockholders, the Legacy Investors or any of their respective controlled affiliates in connection with the Merger will become freely tradable

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following the six-month anniversary of the Closing Date, once registered pursuant to the Registration Rights Agreement or sold in compliance with Rule 144 promulgated under the 1933 Act. Pursuant to the Registration Rights Agreement, the Elliott Stockholders and the Legacy Investors will receive customary piggyback and demand rights, with demands limited to two for each of the Elliott Stockholders and the Legacy Investors and an additional four shelf takedowns for each of the Elliott Stockholders and the Legacy Investors, subject to increases in connection with certain redemptions or repurchases of the New Uniti Preferred Stock that are settled in New Uniti Common Stock.

Such persons may wish to dispose of some or all of their interests in New Uniti, and as a result may seek to sell their shares of New Uniti Common Stock. These sales (or the perception that these sales may occur), coupled with the increase in the number of outstanding shares of New Uniti Common Stock, may affect the market for, and the market price of, New Uniti Common Stock in an adverse manner.

If the Merger is completed and New Uniti’s stockholders, including the aforementioned persons, sell substantial amounts of New Uniti Common Stock in the public market following the Closing, the market price of the New Uniti Common Stock may decrease. These sales might also make it more difficult for New Uniti to raise capital by selling equity or equity-related securities at a time and price that it otherwise would deem appropriate.

Risks Related to Uniti

Uniti is, and following the Closing, New Uniti will continue to be, subject to the risks described in (i) Part I, Item 1A, “Risk Factors” in Uniti’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024 and Part I, Item IA, “Risk Factors” in Uniti’s Quarterly Report on Form 10-Q for the three months ended March 31, 2024 filed with the SEC on May 3, 2024 and (ii) Uniti’s subsequent filings with the SEC, in each case, which are incorporated by reference into this proxy statement/prospectus.

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INFORMATION ABOUT NEW UNITI

Unless the context otherwise requires, all references in this section to “we,” “us,” or “our” refer to New Uniti after giving effect to the Merger, unless otherwise specified. See “Information about Windstream” for additional information concerning the Windstream business and “Business” in Part I, Item 1 of Uniti’s Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated herein by reference, for additional information concerning the Uniti business.

New Uniti

New Uniti combines Uniti’s wholesale fiber infrastructure with Windstream’s fiber-to-the-home (“FTTH”) and other services to create a premier integrated digital infrastructure company with approximately 230,000 fiber route miles across 47 states. New Uniti will serve more than 1.1 million customers — including over 400,000 residential fiber customers — with a network that includes 1.5 million fiber-equipped households predominantly situated in the Midwest and Southeast United States with a particular concentration in lesser penetrated Tier II and Tier III markets.

The Merger combines Uniti’s network with Windstream’s reach and operating capabilities. The Merger is expected to remove several dis-synergies that exist in the current landlord tenant structure between Uniti and Windstream, remove uncertainty of the Windstream Lease renewals, and align the companies’ capital allocation objectives to deliver synergies. See “The Merger — Recommendation of the Uniti Board and Uniti’s Reasons for the Merger.” In addition, Windstream’s significant investments into expanding its fiber network are expected to improve retention for the New Uniti customer base. Despite these investments, the current Windstream network assets have economic obsolescence, as rising material and labor costs have caused significant increases in the cost of replacing telecommunications assets in recent years. In turn, the Windstream network assets have excess service capacity, and the New Uniti network assets may in the future experience excess service capacity as well. For more information on the economic obsolescence of Windstream network assets, including the estimated useful lives of Windstream property, plant and equipment (“PP&E”), see Note 2 to the unaudited pro forma condensed combined financial information included elsewhere in this proxy statement/prospectus.

On a pro forma basis, New Uniti generated approximately $4.3 billion and $3.1 billion of revenue for the year ended December 31, 2023 and the nine months ended September 30, 2024, respectively. Assuming a favorable outcome with respect to the IRS Ruling Request, New Uniti generated $1,208.6 million of net income ($1,325.2 million of which represents non-recurring income) on a pro forma basis for the year ended December 31, 2023 and $112.0 million of net income on a pro forma basis for the nine months ended September 30, 2024 (none of which represents non-recurring income). Assuming an unfavorable outcome with respect to the IRS Ruling Request, New Uniti generated $455.3 million of net income ($571.9 million of which represents non-recurring income) on a pro forma basis for the year ended December 31, 2023 and $112.0 million of net income on a pro forma basis for the nine months ended September 30, 2024 (none of which represents non-recurring income). Non-recurring amounts in this context include the expected net income tax benefit relating to Uniti not qualifying as a REIT after the Closing and the tax impacts relating to the IRS Ruling Request, as well as the expected gain relating to the settlement of pre-existing relationships between Windstream and Uniti, which is primarily due to the structure of the business combination and differences in Windstream and Uniti historical accounting for the same transactions. New Uniti’s net income for the nine months ended September 30, 2024 did not include any non-recurring amounts. See “Unaudited Pro Forma Condensed Combined Financial Information.”

New Uniti will operate under three business segments:

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Kinetic will leverage Uniti’s and Windstream’s fully-owned, combined 79,000 route mile fiber network to offer Windstream’s legacy residential and small business customers high-speed internet, voice, and video services. Kinetic will utilize its incumbent position and embedded network as it continues to deploy fiber to households, which we believe is one the most robust and growing fiber use cases, in a cost-efficient manner. As the owner of the network assets, we will be able to reduce the backhaul costs associated with expanding FTTH, which can be a significant expense. Kinetic is currently targeting to expand fiber capabilities to 1.9 million households by 2027 and has already

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secured grants and awards to build fiber to over 300,000 of those households. We believe Kinetic also has the ability to expand its FTTH build by up to an additional 1 million households within its existing footprint.

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Fiber Infrastructure will combine Uniti’s legacy fiber and non-Windstream leasing businesses with the CLEC portion of Windstream’s wholesale business to provide network bandwidth to other telecommunication carriers, enterprises and hyperscalers. The combination will create a predominantly on-net national fiber infrastructure business that offers differentiated routes and both national and deep regional capabilities. Fiber Infrastructure’s backhaul, dark fiber and expanded waves offerings are well-positioned to capitalize on the increasing demand for bandwidth stemming from the growing deployment of generative AI. In addition, we believe Fiber Infrastructure’s several Tier II and Tier III intercity routes present an attractive offering to our growing hyperscaler customer base.

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Managed Services will consist of Windstream’s heritage Enterprise business, which offers managed cloud communications and security services, integrated voice and data services, and traditional voice services to mid-market and large business customers within New Uniti’s ILEC and CLEC markets (as defined herein).

Kenneth A. Gunderman will serve as New Uniti’s Chief Executive Officer and Paul Bullington will serve as Chief Financial Officer. New Uniti’s board of directors will initially comprise nine members consisting of Uniti’s existing five directors, two directors nominated by Elliott and two directors to be selected by Uniti and Elliott. See “The Merger — Board of Directors and Management Following the Merger.”

Following the Merger, New Uniti will be renamed Uniti Group Inc. and its common stock is expected to be listed on Nasdaq under the trading symbol “UNIT.” New Uniti will maintain its corporate headquarters at 2101 Riverfront Drive, Suite A, Little Rock, Arkansas 72202, telephone number (501) 850-0820.

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INFORMATION ABOUT WINDSTREAM

All references in this section to “we,” “us,” or “our” refer to Windstream Holdings II, LLC and its subsidiaries, unless otherwise specified.

Company History

Since our creation in July 2006 through the spinoff of Alltel Corporation’s landline division and merger with VALOR Communications, we have transformed our business from a rural, consumer-focused voice provider into a fiber-based broadband operator delivering high speed internet throughout our footprint and a national provider of advanced communications and technology solutions to businesses. Through a series of acquisitions completed in 2010 and 2011 we enhanced our capabilities to provide Internet Protocol (“IP”) based services, cloud computing and managed services to business customers, while also significantly expanding our fiber network allowing us to provide network bandwidth to other telecommunications carriers, network operators, and governmental entities, as well as serve the wireless backhaul market.

In April 2015, we completed the spin-off of certain telecommunications network assets, including our fiber and copper networks and other real estate, into an independent, publicly traded real estate investment trust, Uniti (formerly Communications Sales & Leasing, Inc.), and through the Windstream Leases, we have the exclusive right to use those telecommunications network assets in serving our customers.

In 2017, we completed the acquisitions of EarthLink Holdings Corp. (“EarthLink”) and Broadview Networks Holdings, Inc. (“Broadview”). EarthLink was a leading provider of data, voice and managed network services to retail and wholesale business customers, while Broadview was a leading provider of cloud-based unified communications solutions to small and medium-sized businesses. Broadview’s proprietary OfficeSuite® and unified communications platforms were complementary to our existing SD-WAN product offerings.

In February 2019, our predecessor entity, Windstream Holdings, Inc. and all of its subsidiaries, (collectively, the “Debtors”), filed voluntary petitions (the “Chapter 11 Cases”) for reorganization under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Chapter 11 Cases were filed following an adverse court ruling, which resulted in the acceleration of all of the Debtors’ long-term debt and remaining obligations under the Windstream Leases with Uniti. In June 2020, the Bankruptcy Court approved and confirmed the First Amended Joint Chapter 11 Plan of Reorganization of the Debtors that became effective on September 21, 2020, allowing the Debtors to emerge from the Chapter 11 Cases. As part of the transactions undertaken pursuant to the Plan, the Debtors were reorganized and Windstream Holdings II, LLC was formed and became the new parent company. In connection with its emergence from bankruptcy, Windstream and Uniti entered into the 2020 Settlement Agreement to resolve certain claims and causes of action brought by Windstream against Uniti related to the master lease in the bankruptcy proceeding. As part of the settlement, both companies agreed to split the original master lease into two separate master leases, one for ILEC assets and one for CLEC assets. Additionally, the companies committed to invest substantial capital, and Uniti specifically agreed to invest up to an aggregate of $1.75 billion to upgrade its network, including long-term fiber and related assets in certain Windstream ILEC and CLEC properties, over the term of the master leases. As part of the settlement, Uniti acquired $45 million of on-net fiber revenue and access to 2.2 million fiber strand miles from Windstream and agreed to pay $400 million in quarterly cash installments paid to Windstream over five years, at an annual interest rate of 9%. Windstream and Uniti have complied with their obligations under the 2020 Settlement Agreement, and there are no ongoing disputes between Windstream and Uniti relating to these matters. For more information, see “The Merger — Background of the Merger.”

Since our emergence from bankruptcy, we have continued to make strategic investments to increase speed capabilities to more of our geographic footprint and to expand our metro fiber and long-haul network services.

Organizational Structure

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fiber-based broadband to residential and small business customers in 18 states, managed cloud communications and security services for large enterprises and government entities across the United States, and tailored waves and transport solutions for carriers, content providers and large cloud computing and storage service providers in the United States and Canada.

As further discussed below, our operations are organized into three business segments: Kinetic, Enterprise and Wholesale. The Kinetic segment serves consumer and small business customers in markets in which we are the incumbent local exchange carrier (“ILEC”) and provides services over network facilities operated by us. In addition to large business and wholesale customers with the majority of their service locations residing in ILEC markets, the Enterprise and Wholesale segments also serve customers in markets in which we are a competitive local exchange carrier (“CLEC”) and provide services over network facilities primarily leased from other carriers. We evaluate performance of the segments based on direct margin, which is computed as segment revenues and sales less segment direct operating expenses.

KINETIC SEGMENT

Overview

Kinetic provides high-speed broadband internet, voice, and other value-added services to 1.3 million residential and small business customers across 18 states.

Strategy

Our objective is to profitably grow penetration of our broadband network by continuing to invest in expanding our fiber footprint, accelerating subscriber acquisition, reducing churn, and growing average revenue per customer.

Consumer and small business bandwidth needs and expectations continue to grow at a rapid pace, driven by increasing demand for streaming video, videoconferencing, gaming, and the proliferation of connected devices. At the same time, competitive pressure has increased, particularly for our legacy copper service. In this environment, our continued investments in expanding our fiber footprint are important to strengthen Kinetic’s competitive positioning and achieve our goal of sustained profitable growth.

The charts below highlight our progress expanding and increasing penetration of our residential next generation passings during the past three years.

Residential next generation passings (in millions)

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Residential Net Adds by technology (in thousands)

Building fiber is a key driver of subscriber acquisition, retention, and revenue, particularly in competitive markets, and we expect it will become more important over time. In addition to investments in our broadband network, we are focused on delivering sustained profitable subscriber growth with compelling service and product offerings, marketing and sales effectiveness, and customer experience.

Services and Products

We offer consumers and small businesses a portfolio of communications services over both our fiber and copper networks, including broadband internet, voice, and other value-added services.

Kinetic’s residential and small business services include:

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Broadband internet: fiber-to-the-prem and digital subscriber line (“DSL”) internet services for residential and small business customers at up to multi-gigabit speeds.

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CPE: consumer and small business customers can lease an advanced Wi-Fi gateway from Kinetic. We also offer state-of-the-art mesh extenders as an add-on service, allowing customers to enable strong signal throughout the entirety of their home or business.

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Wireless service bundle: residential customers can bundle their Kinetic broadband service with any post-paid wireless service plan with AT&T.

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Internet security: add-on service providing a suite of security functionality including protection from cybersecurity threats, the ability to set and monitor parental controls, password vault and virtual private network (“VPN”), and 24/7 technical support.

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Live TV and streaming video: residential customers can add TV streaming services via DirecTV.

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Voice: residential and small business voice services, delivered over traditional landline or voice over internet protocol (“VoIP”), including call management options and emergency access.

Our goal is to provide customers with fast, reliable, and secure broadband along with the value-added services they need to get the most out of their internet. We continue to develop and source additional solutions to better meet evolving customer needs and further differentiate Kinetic in the marketplace.

Sales and Marketing

Our sales and marketing efforts are focused on accelerating subscriber growth with clear and differentiated branding, compelling offers, a range of media platforms to drive awareness and consideration, and multiple sales channels that allow us to reach and engage with potential customers in a variety of ways.

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Brand: We invest in establishing a clear, differentiated brand identity, which is essential to building durable awareness and preference in the marketplace, particularly where we compete with well-established national brands.

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Product offerings and pricing: We optimize and expand our offerings, pricing, and promotions on an ongoing basis to better address consumer and small business needs and differentiate ourselves from competitors, with the goal to ultimately win a higher share of demand in the market.

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Media and lead generation: We use a variety of paid and earned media to drive awareness and consideration among potential customers, including digital, traditional, and direct response marketing, in addition to local marketing, sponsorships, and earned media coverage.

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Inbound sales channels: Our media and lead generation activities typically direct potential customers to our consumer or small business website or sales call center, where prospects can learn more about our offerings, check availability for their address, and complete an order.

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Outbound and other channels: We use additional sales channels to reach potential customers in different contexts that are largely incremental to our media-driven activities. These include primarily door-to-door sales, local retail or community connection centers, and third-party distribution partners.

Our teams execute segmented acquisition programs, coordinating across Marketing, Sales, and Operations to accelerate penetration growth in specific parts of our footprint or prospect base, including a program targeting newly completed fiber premises. The effectiveness of our sales and marketing activities is underpinned by the customer experience we provide and our resulting reputation. We aim to consistently improve the customer experience and deliver quality execution across all aspects of sales and marketing.

Competition

Kinetic faces intense and growing competitive pressure in the residential and small business broadband market. Technology improvements and other changes in the market landscape have led to increased competition from both existing competitors and new market entrants.

Sources of competition in our service areas include, but are not limited to, the following:

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Cable operators: Cable providers remain our largest source of competition for residential and small business broadband customers. These operators compete aggressively with significant marketing spend, attractive promotional pricing, and bundled offerings with cable TV and/or mobile service.

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Fiber overbuilders: A range of entities have built or expanded fiber networks within our footprint. These include existing wireline competitors expanding or upgrading networks as well as a diverse set of competitors including new local or regional providers, electric cooperatives, local municipalities, and open access network operators.

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Wireless operators: Wireless home internet solutions using fixed wireless technology have emerged as a major source of competition in the residential market. While this technology has limitations, particularly compared to our fiber broadband service, wireless operators have seen significant consumer adoption driven by national advertising from established brands, convenience, and pricing. They also offer larger data packages and faster speeds to their mobile customers, reducing demand for wired home broadband service among some consumers and businesses.

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Satellite internet providers: Satellite broadband offerings have improved in recent years and have emerged as a material source of competition, particularly in our more rural and lower-speed copper areas.

Competition has increased from all four of these sources. While approximately 25 percent of households in our footprint have no high-speed wireline competitor, the emergence of wireless home internet providers means there are very few locations in our footprint without meaningful competition.

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ENTERPRISE SEGMENT

Overview

Windstream Enterprise drives business transformation through the convergence of our proprietary software solutions and cloud-optimized network with the goal of unlocking our clients’ revenue and profitability potential. Our end-to-end IT managed services modernize technology infrastructure, optimize operations, reduce resource constraints and elevate the experience of our clients and their end-users, while securing their critical data and protecting brand reputation. Analysts recognize Windstream Enterprise as a market leader for our product innovation, and clients rely on what we believe is our best-in-class management portal. Businesses trust Windstream Enterprise as their single-source for a high-performance network and award-winning suite of connectivity, collaboration and security solutions — delivered by a team of technology experts whose success is directly tied to our clients’ complete satisfaction.

Industry Motivators

The traditional network services industry continues to undergo a massive transition, driven by the emergence of cloud services and applications, hybrid and remote work environments, and lean IT teams. As a result, there is enormous demand for secure bandwidth and collaboration solutions. With the acceleration of this dynamic, enterprise businesses are facing a “tipping point” where legacy/Time Division Multiplexing (“TDM”) services no longer support their needs. Outdated legacy network-based and voice products lack effective security, flexibility and scalability versus today’s digital/software/cloud-based managed technology solutions. The cloud-based applications provided by Windstream Enterprise are changing the way customers consume networks by leveraging software-based solutions to improve the customer experience, lower operating costs and increase productivity and efficiencies.

Another industry trend is the move toward adopting managed services partnerships. Based on third-party market research, we believe that approximately two-thirds of enterprises lack sufficient IT resources to achieve business goals. As heavily as enterprises have invested in digital transformation, many are simultaneously coping with one of the most significant IT staffing shortages in history. Because of this, their internal teams often lack the bandwidth or the skillset to successfully fuel mission-critical strategic and digital objectives like IT agility, security and customer experience. Through managed services providers like Windstream, customers can become future-fit by improving agility, security and customer experiences.

Additional trends Windstream helps to address are: (1) secure cloud connectivity, (2) AI-powered contact centers, (3) customer migration from Multiprotocol Label Switching (“MPLS”) to Software-Defined Wide Area Network (“SD-WAN”) and the continued migration toward a comprehensive Secure Access Service Edge (“SASE”) solution and (4) transitioning from premises-based Private Branch Exchange (“PBX”) to United Communications as a Service (“UCaaS”). Our national network and expanded product portfolio are complemented by our agility in providing solutions tailored to the needs of key verticals — retail, healthcare, financial services, education, manufacturing, hospitality and state and local government.

Strategy

The strategy for our Enterprise business segment is to stay focused on serving our customers with a quality-first approach so that we can serve them better. We advise and counsel them to develop and grow their business through our managed solutions portfolio, and we aim to increase our earnings by earning their trust. This focus supports our efforts to be the trusted connectivity, communications and security advisor — driving business transformation through the convergence of our proprietary software solutions and cloud-optimized network with the goal of unlocking our clients’ revenue and profitability potential. Our leading priority of quality is motivated by a mindset of ownership and accountability across the entire organization, and our strategic priorities are to provide personalized experiences to customers and prospects around renewals for targets customers, upsell and cross-sell existing customers with next-generation solutions, and pursue profitable new logo opportunities.

Services and Products

The drivers of demand are a result of Enterprise businesses transforming their own IT infrastructure to move workloads to the cloud, ensure cloud application performance, improve employee productivity and

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enhance data security, among other strategic imperatives. Our portfolio of solutions is well-positioned to support these enterprise IT imperatives. As the network evolves into the platform for how business gets done, we believe our customers increasingly value our tailored solution-design process and dedicated service support model. They subscribe to services such as SD-WAN, SASE and Security Service Edge (“SSE”), Secure Flex Premium, Managed Network Security (“MNS”), Local Area Network (“LAN”) Services, UCaaS, Contact Center as a Service (“CCaaS”), fiber transport connectivity to major cloud ecosystems and a comprehensive suite of IT Managed Services.

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SD-WAN: Our secure technological wide-area network solution, SD-WAN, ensures optimal application performance irrespective of the underlying transport and allows for business continuity as well as routing control via our WE Connect customer-facing portal.

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SASE: SASE elevates network performance and security, while simplifying overall management. Organizations leverage the power and flexibility of an SD-WAN network backbone with unified security solution.

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SSE: Cloud-native SSE enables businesses to instantly integrate next-generation security components into existing network environments without disruption and creates a path towards a full SASE environment.

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Secure Flex Premium: An integrated network and security solution for complete customization and control delivered by our IT Managed Services team, Secure Flex Premium is a comprehensive suite of premium technology solutions.

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UCaaS: UCaaS delivers the capabilities to drive productivity and engagement to ensure reliability, flexibility and security. OfficeSuite® is an award-winning cloud-based solution that blends user-centric design with advanced, market-proven technology.

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CCaaS powered by Talkdesk: This solution transforms interactions with a contact center service delivering better conversion rates, increased customer retention and higher satisfaction scores. It enables customers to connect with agents on their terms while empowering agents to work from anywhere.

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Managed Network Security: Fully integrated with our SD-WAN solutions, MNS enables organizations to deploy advanced networking and security capabilities instead of relying on multiple products and partners to provide the same functionality, ultimately reducing costs and gaining comprehensive network security features.

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IT Managed Services: IT resources are too often buried in routine monitoring and maintenance tasks that limit their ability to focus on core initiatives. Our IT Managed Services enables business agility and digital transformation strategies for enterprise organizations with a comprehensive suite of managed technology and security solutions.

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LAN Services: Our team of network pros will design, deploy and manage clients’ LAN Services, freeing their IT teams to spend less time managing and monitoring the network and more time on driving strategic initiatives. LAN services include Secure WiFi, Cloud Managed Switch and Intelligent IP cameras.

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Multi-site networking: Our advanced network provides private, secure multi-site connections for large businesses with multiple locations. Our core growth networking products include SD-WAN, and Wavelength connectivity solutions.

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High-speed Internet: We offer a range of high-speed broadband internet access options providing reliable connections designed to help our customers reduce costs and boost productivity.

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Sales and Marketing

Every member of the Enterprise organization plays a critical role in achieving the strategy above:

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Sales + Sales Engineering: Deliver profitable growth focusing on cross-sell and upsell opportunities of all customers and acquisition of profitable new logo opportunities.

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Enterprise Marketing: Deploy a customer data platform (“CDP”) to help automate personalized campaigns by collecting and unifying customer data from multiple sources, while simultaneously building a marketing-influenced pipeline for our sellers and customer success teams to close.

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Customer Success + Revenue Enablement: Focus relentlessly on retention, renewing out-of-term and in-window revenues for our targeted customers.

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Access + Offer Management: Remove interconnection expense and work with our sellers to enable profitable renewals and revenue growth opportunities.

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Product + Technology: Manage our product portfolio to maximize marketability, profitability and supportability for our existing and future customers.

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Business Advancement + Intelligence: Ensure we are getting the most out of our data, systems and processes to achieve positive business outcomes.

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Customer Care + Service Assurance: Provide a customer experience where exceptional support inspires future customers to choose Windstream and fosters lasting loyalty among our existing customers.

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Service Delivery: Lead with customer centricity and data transparency to drive exceptional customer experiences.

Competition

The market for enterprise customers is highly competitive. We believe we are well-positioned to gain market share within the enterprise segment based upon our ability to leverage new product capabilities to capitalize on the significant industry trends listed above.

Our primary competitors are other managed services providers that offer network, security and/or communications and collaboration solutions. These providers provide a range of similar services, from traditional voice to advanced data and technology services using similar facilities and technologies as we do, and they compete directly with us for customers of all sizes.

WHOLESALE SEGMENT

Overview

The Wholesale segment leverages our nationwide network to provide high-capacity bandwidth and transport services to wholesale customers, including telecom companies, content providers, cable, international and other network operators. The Wholesale segment also leverages our local network to provide primarily ethernet (e-access), dedicated internet access, and fiber-to-the-tower services to carriers and other related telecom companies.

Strategy

Our Wholesale strategy focuses on quality in technology leadership, network expansion, and flexible partnership. Windstream Wholesale is a leader in the optical technology space leveraging the flexibility offered by our open and disaggregated architecture of our Intelligent Converged Optical Network (“ICON”). We provide industry-leading services including 400G waves, managed spectrum, and Network Intelligence through our iconnect self-service user portal. Our network expansion strategy focuses on monetizing our network investment in strategic, high-traffic locations to drive new sales through the connection of our ICON network from carrier hotels, international landing stations and data centers. We support our hyperscale partners in their AI initiatives through high-count, long-haul dark fiber construction projects. Our local

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network connects common interconnection points in tier one locations to tier two and three markets, enabling customers to reach their end-users through unique and diverse routes.

Our sales and operational support teams consistently provide fast and flexible solutions, targeting high-growth areas in the hyperscaler/content, international, cable, and carrier verticals.

To maintain the direct margins in our Wholesale business, we aim to continue to execute on our three-pronged strategy of leading in optical technology, expanding the network to simplify customer connectivity, and delivering best-in-class service to our customers through our fast and flexible partnership approach.

Services and Products

Wholesale services provide network bandwidth to hyperscalers and content providers, other domestic and international telecommunications providers, cable operators and wireless carriers. These services include 10Gbps – 400Gbps wave services, spectrum, Ethernet, internet, and dark fiber and colocation services. Wholesale services also include fiber-to-the-tower connections to support the wireless backhaul market. Customers manage these services via our customer-facing portal with unique features that enables accuracy, operational insight and efficiency.

Sales and Marketing

Our sales and marketing efforts are designed to differentiate us from our competitors by leveraging the attributes from each of our three strategic pillars and our fast and flexible culture. We combine the agility of an entrepreneurial start up with the capabilities and reach of a large carrier. Our teams are closely aligned with our engineering organization to build and provide customized network solutions for our customers in a timely manner. Our sales and customer support staff work closely with each customer to ensure that their specific business needs are met. Whether servicing content providers, cable operators, data centers or other communication services providers requiring single or multiple circuit connections or additional bandwidth, our goal is to exceed customer expectations by providing fast and flexible designs and installations tailored to their needs.

Competition

The market for high-bandwidth optical transport services remains competitive among high-growth data centers. Diverse routing and operation efficiencies, such as installation intervals and service availability, are key differentiators. Windstream Wholesale also leverages advantages with our iconnect portal and its map-based Network Intelligence functionality. This combination has enabled Windstream Wholesale to win market share of inter-datacenter, high bandwidth optical services. Competition in local markets has intensified with an increasing number of entrants and various potential substitution products (SD-WAN, cable data and wireless data). In these markets, network reach drives opportunities, providing a significant advantage for Windstream.

Significant Customers

Our customers range from individual households to large business enterprises. No single customer, or group of related customers, represented 10 percent or more of our annual operating revenues during the three-year period ended December 31, 2023.

Seasonality

Our business is not subject to significant seasonal fluctuations. From time to time, weather related problems have resulted in increased costs to repair our network and respond to service calls in some of our markets. The amount and timing of these costs are subject to the weather patterns of any given year but have generally been highest during the third quarter and have been related to damage from severe storms, including hurricanes, tropical storms and tornadoes in our markets along the Atlantic Ocean and Gulf of Mexico coastlines.

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Network

Windstream’s network organization aims to create a consistent customer experience through targeted initiatives and investments focused on network reliability, fiber expansion and modernization while simultaneously reducing costs through network optimization and business partner best practices. Additionally, Windstream continues to assess emerging technologies to lead go-forward product sets, improve customer experience and drive network efficiencies.

Windstream focuses on quality, delivering differentiation through consistent network reliability, customer experience and continual advancement in technology. Investments in the IP, transport and access layers enable continued success in meeting growing bandwidth demands. Where Windstream desires to secure off-net customers, strategic service agreements are implemented to extend our ability to serve. Windstream’s network organization creates a consistent customer experience through targeted initiatives and investments focused on network reliability, fiber expansion and modernization while simultaneously reducing costs through network optimization and business partner best practices. Additionally, Windstream continues to assess emerging technologies to lead go-forward product sets, improve customer experience and drive network efficiencies.

Employees and Human Capital Resources

With approximately 9,400 employees on a full-time equivalent basis as of December 31, 2023, we know that our people are one of our most valuable assets. To assist in implementing our core business priorities, we have developed programs and practices that support, develop and care for our employees throughout their careers with Windstream based upon the following pillars:

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Providing Competitive Pay and Benefits to attract and maintain a diverse workforce with the necessary skills and talent to achieve our business priorities.

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Developing, Retaining and Growing our Employees by offering educational opportunities that keep pace with changes occurring across our industry.

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Fostering a Culture of Innovation and Belonging based on mutual respect and acknowledgement that each employee brings unique skills, talents, and perspectives.

Providing Competitive Pay and Benefits

Windstream strives to be an employer of choice by offering our employees competitive compensation and benefit packages. Our compensation packages consider the location and responsibilities for each role, ensuring that compensation structures are competitive and fair and equitable across different regions and job functions.

We provide high-quality, comprehensive medical, prescription, dental, and vision coverage for employees. Additionally, we provide programs and resources to support our employees’ health and wellbeing, including care management and personal health care assistance, expert medical opinion services, telehealth, virtual physical therapy, diabetes and hypertension programs, tobacco cessation, fertility benefits, and others. We also have a robust Employee Assistance Program, a generous portfolio of mental and behavioral health resources, and provide a variety of life and supplemental medical and life insurance opportunities to protect and help employees manage personal priorities.

Windstream provides competitive financial benefits to all employees including a 401(k)-retirement plan with a company match up to 4% of eligible pay and health savings accounts for eligible health plans with an employer contribution. We also offer financial literacy training and counseling to support employees in making financial decisions and maximizing their retirement savings.

Developing, Growing and Retaining our Employees

Our learning culture is focused on providing meaningful learning content that provides the skills our employees need to best fulfill their current role and any future roles that they seek. We provide extensive

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on-the-job training opportunities, tuition reimbursement programs and career development support via specific programs designed to enhance communication, leadership and managerial skills within our employee base.

In 2023, we invested over $3.5 million in learning and development initiatives for our employees. Our employees completed more than 275,000 hours of training and had access to more than 9,000 learning opportunities. On average, employees took approximately 30 hours of training last year. We believe these training initiatives enable our employees to maximize their potential and thrive professionally.

As part of this, we offer thousands of learning experiences and courses to ensure employees are cared for throughout their employee lifecycle with Windstream. These experiences and courses include onboarding, personal development including regular performance check-ins and feedback, goal setting and career pathing and professional skills training, both online and in the classroom.

To assist our employees along their career journey, we developed an internal application called Skill Finder, which allows employees to search our job description data base, identify next step career pathing, identify the skills needed for those positions and then find available training to build the skills. It also enables employees to search positions based on the skills they already have and connect to our application system to check current openings and apply. This provides a one-stop destination to help employees see and prepare for their future.

Continued support and development of our leaders is key to Windstream’s success. We have created tailored programs to provide hands-on development for our leaders (and aspiring leaders) based on where they are in their career journey and how much time they want to commit to a development program.

Fostering a Culture of Innovation and Belonging

Windstream strives to create and foster a workforce and work environment that reflects and contributes to the communities where we do business. We recognize that each team member brings a unique set of ideas, skills and perspectives that have been shaped by their heritage and background. We consider this diversity to be a valuable resource, and we empower every member of our team to contribute their unique talents and perspectives to foster an environment where creativity and innovation flourish. Our employees’ passions, purpose and diversity are essential in our ability to deliver a world-class customer experience as we strive to build a more connected future, both within our organization and in the broader communities we serve.

Employee Resource Groups (“ERGs”) are an integral component of Windstream’s commitment to cultivate a workplace that allows Windstream to capitalize on the extraordinary talents of our employees. Windstream has seven ERGs focused on people with disabilities, the LGBTQ+ community, employees with multicultural backgrounds, veterans and women. Open to any Windstream employee, these voluntary groups connect employees with shared characteristics, life experiences, and interests, and promote a culture of innovation and belonging. Our ERGs have empowered our team members to grow and succeed by providing networking, mentorship and skill-building opportunities.

Labor Relations

As of December 31, 2023, approximately 20% of our U.S. workforce was represented by a union, including the Communications Workers of America or the International Brotherhood of Electrical Workers.

We have a long history of working with our union groups and regularly meet with union leaders to talk about key issues, including safety, customer service, operational processes, our business performance, and the impacts that changing technology and competition are having on our customers, our employees, and the company. Windstream is committed to cultivating collaborative relationships with the unions representing our workers and to fostering an environment where open communication and respect for worker’s rights contribute to a thriving workplace. We respect our employees’ rights to voluntarily establish and join unions and similar associations without unlawful interference.

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Regulatory Matters

Windstream is subject to regulatory oversight in the U.S. by the FCC and state public utility commissions, and we are also subject to regulatory oversight in Canada by the Canadian Radio-television and Telecommunications Commission. We are also subject in the U.S. to various federal and state statutes that govern the provision of telecommunications and broadband services. In certain cases, these regulations restrict the rates that Windstream may charge for a subset of its service offerings, limit its flexibility to change prices for certain services in response to market conditions, or require Windstream to receive regulatory approval for certain rate changes. Windstream actively monitors and participates in regulatory proceedings and engages with federal and state lawmakers on matters that may impact its business. We cannot predict with certainty the outcome of pending federal and state proceedings relating to our operations. For more information on the regulatory oversight to which Windstream is subject and the programs in which it participates, see the descriptions of broadband grant awards and programs, IIJA (as defined below) broadband funding, RDOF funding, ACP (as defined below) funding and state USF funding in the section entitled “Windstream’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Legal Proceedings

Bankruptcy-Related Litigation

Windstream Holdings, LLC (“Old Holdings”), its current and former directors, and certain of its executive officers are the subject of two shareholder-related lawsuits arising out of the merger with EarthLink Holdings Corporation in February 2017. Both complaints allege securities law violations and breaches of fiduciary duty related to the disclosures in the joint proxy statement/prospectus soliciting shareholder approval of the merger, which the plaintiffs allege were inadequate and misleading.

In the first lawsuit (the “Federal Case”), the federal plaintiffs’ proof of claim was resolved on the bankruptcy docket in September 2021. Pursuant to the Plan, approved and confirmed by the Bankruptcy Court in 2020 and described above in this section entitled “Information About Windstream” and elsewhere in this proxy statement/prospectus, the plaintiffs’ recovery is limited to the extent of any available insurance proceeds.

In June 2023, the court denied Windstream’s long-standing motion to dismiss the claims. The court held oral arguments in February 2024 regarding certification of the class but never ruled on class certification. On May 6, 2024, the parties in the Federal Case agreed to a settlement that was approved on February 6, 2025, at the scheduled fairness hearing, after no objections being filed. The presiding judge entered the final approval order, effective February 6, 2025, and the deadline to appeal this final order is March 10, 2025, although the judge has discretion to permit a late-filed notice of appeal up to 30 days after the March deadline, or April 9, 2025. Windstream’s directors’ and officers’ insurance carriers are providing coverage for the settlement, as Windstream has paid all applicable deductibles.

Key elements of the settlement include:

(a)

The lead plaintiff concedes that none of the defendants are making any concession of liability or wrongdoing, and the defendants concede that the lead plaintiff makes no concession regarding lack of merit.

(b)

The parties agree that the settlement releases any and all shareholder claims related to the subject matter of the lawsuit against Windstream and the other defendants, and the claims are fully discharged.

(c)

Upon approval by the court, Windstream’s insurance carriers, on behalf of the defendants, will place in escrow the settlement amount of $85 million for distribution to class members.

(d)

A Claims Administrator will be appointed by the court and, under supervision of the court, will provide notice of the settlement to class members and oversee the distribution of the settlement fund.

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The second lawsuit, pending in state court in Georgia (the “State Case”), was stayed in 2019. The state plaintiff failed to submit a proof of claim and in light of the Company’s emergence from bankruptcy, Windstream believes the state case should be discharged, but the plaintiff is challenging that position. In any event, final approval of the settlement of the Federal Case now bars class members, including plaintiffs in the State Case, from commencing or prosecuting any of the released claims against the defendants, including the claims asserted in the State Case. Thus, Windstream will seek dismissal of the State Case after the appeal time has run on the final order approving the settlement in the Federal Case.

While the ultimate resolution of the State Case is not currently predictable, if there is an adverse ruling, the ruling could constitute a material adverse outcome on the future consolidated results of operations, cash flows, or financial condition of Windstream. See Notes 16 and 17 to Windstream’s historical audited consolidated financial statements included elsewhere in this proxy statement/prospectus for additional information.

Properties

Our property, plant and equipment consist primarily of land and buildings, central office equipment, office and warehouse facilities, outside communications plant, customer premise equipment, furniture, fixtures, vehicles, machinery, other equipment and software to support the Kinetic, Enterprise and Wholesale segments in the distribution of telecommunications products. Central office equipment includes digital switches and peripheral equipment. Our outside communications plant includes aerial and underground cable, conduit, poles and wires. As such, our properties do not provide a basis for description by character or location of principal units. All of our property is considered to be in good working condition and suitable for its intended purpose.

Our gross investment in property, by category, as of December 31, 2023, was as follows:

(Millions)	Depreciable Lives	2023
Land			$	31.1
Building and improvements	3 – 30 years			261.8
Central office equipment	3 – 25 years			1,656.2
Outside communications plant	7 – 40 years			1,634.1
Furniture, vehicles and other equipment	1 – 23 years			1,144.0
Tenant capital improvements	2 – 10 years			463.4
Construction in progress				445.0
				5,635.6
Less accumulated depreciation				(1,711.4)
Property, plant and equipment, net			$	3,924.2

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below shall have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus, unless otherwise noted.

Introduction

The unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X of the Exchange Act. The unaudited pro forma condensed combined financial information present the pro forma effects of (i) the Merger, (ii) the other transactions contemplated by the Merger Agreement, (iii) the issuance of a special grant of equity awards by Uniti in connection with the Merger Agreement (as described in the Special Equity Grants section below), (iv) the issuance of $300.0 million senior secured notes by Uniti and Uniti’s assumed draw of $220.0 million on its revolving credit facility (as described in the Financing section below), and (v) the Windstream Refinancing Transactions (collectively for purposes of this section of this proxy statement/prospectus, the “Transactions”).

The unaudited pro forma condensed combined balance sheet as of September 30, 2024 combines the unaudited historical condensed consolidated balance sheet of Uniti and the unaudited historical condensed consolidated balance sheet of Windstream on a pro forma basis as if the Transactions had been consummated on September 30, 2024.

The unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2024, and for the year ended December 31, 2023 give effect to the Transactions as if they had been consummated on January 1, 2023, the first day of Uniti’s fiscal year 2023, and combines the historical results of Uniti and Windstream. The unaudited pro forma condensed combined statement of income for the nine months ended September 30, 2024 combines the unaudited historical condensed consolidated statements of income of Uniti and Windstream for the nine months ended September 30, 2024. The unaudited pro forma condensed combined statement of income for the year ended December 31, 2023 combines the audited historical consolidated statements of income of Uniti and Windstream for the year ended December 31, 2023.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the financial position and results of operations that would have been achieved had the Transactions occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of the post-combination company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent Uniti management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial information and is subject to change as additional information becomes available and analyses are performed.

The unaudited pro forma condensed combined financial information should be read in conjunction with:

•

The accompanying notes to the unaudited pro forma condensed combined financial information;

•

The unaudited historical condensed consolidated financial statements of Uniti as of and for the nine months ended September 30, 2024, and the related notes set forth in the Quarterly Report on the Form 10-Q filed with the SEC on November 8, 2024, incorporated by reference into this proxy statement/prospectus;

•

The audited historical consolidated financial statements of Uniti as of and for the year ended December 31, 2023, and the related notes set forth in the Annual Report on the Form 10-K filed with the SEC on February 29, 2024, incorporated by reference into this proxy statement/prospectus;

•

The unaudited historical condensed consolidated financial statements of Windstream as of and for the nine months ended September 30, 2024 and the related notes, included elsewhere in this proxy statement/prospectus;

•

The audited historical consolidated financial statements of Windstream for the year ended December 31, 2023 and the related notes, included elsewhere in this proxy statement/prospectus;

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•

Uniti’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” incorporated by reference in this proxy statement/prospectus; and

•

The section entitled “Windstream’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere in this proxy statement/prospectus.

Description of the Merger

On May, 3, 2024, Uniti and Windstream entered into the Merger Agreement providing for the Merger of Uniti and Windstream that will result in New Uniti becoming the parent company of both Uniti and Windstream.

Prior to the Closing, Uniti and Windstream have each agreed to undertake certain transactions in furtherance of the pre-Closing reorganizations contemplated by the Merger Agreement.

Prior to the Closing, Windstream intends to commence the Windstream Rights Offering pursuant to which all Windstream equityholders will be offered the right to purchase the Rights Offering Warrants. The Rights Offering Warrants will have substantially the same terms as the outstanding units of Windstream (including a right of first refusal and transfer restrictions) and will be exercised automatically immediately prior to the Closing of the Merger, subject to regulatory approvals. Concurrently with the commencement of the Windstream Rights Offering, Windstream will launch the Windstream Tender Offer pursuant to which Windstream will offer to purchase all outstanding units of Windstream from Windstream equityholders. The proceeds from the Windstream Rights Offering will be used to fund the Windstream Tender Offer.

In connection with the Pre-Closing Windstream Reorganization (as defined in the Merger Agreement), New Windstream LLC, a wholly owned subsidiary of Windstream formed prior to the signing of the Merger Agreement, will elect to be treated as a corporation for U.S. federal income tax purposes following the formation of New Windstream Holdings II. Thereafter, Windstream will complete the F-Reorg Merger, in which Windstream will merge with and into New Windstream Holdings II, with New Windstream Holdings II surviving the merger as the successor to Windstream. In connection with the F-Reorg Merger, Windstream equityholders will receive common units of New Windstream LLC and warrants exchangeable for common units of New Windstream LLC, and New Windstream Holdings II (as successor to Windstream) will be automatically released from, and New Windstream LLC will be joined to, the Merger Agreement. The F-Reorg Merger represents a capital restructuring of Windstream, in which the impact is anticipated to be contained within Windstream’s historical equity and thus have no impact to the unaudited pro forma condensed combined financial information of the combined company.

At the Closing but prior to the Effective Time, as a result of the Internal Reorg Merger, each New Windstream LLC equityholder will receive, in exchange for such equityholder’s units and penny warrants of New Windstream LLC, its pro rata portion of (i) a number of shares of New Uniti Common Stock, (ii) New Uniti Warrants, (iii) shares of New Uniti Preferred Stock having an aggregate initial liquidation preference of $575,000,000 and (iv) the right to receive their respective pro rata portion of the Closing Cash Payment (which is contingent upon the occurrence of the Closing). For more information, see the risk factor “There can be no assurance that Uniti will be able to obtain sufficient cash to pay the Closing Cash Payment for the Merger in a timely manner or at all.”

Pursuant to the Merger Agreement, at the Effective Time, Merger Sub will merge with and into Uniti with Uniti continuing as the surviving company. As a result of the Merger, each issued and outstanding share of Uniti Common Stock will automatically be (i) converted into the right to receive a number of shares of New Uniti Common Stock equal to the Exchange Ratio, without interest and subject to any withholding of taxes required by applicable law and (ii) cancelled and cease to have any rights except the right to receive the New Uniti Common Stock upon surrender thereof. The Exchange Ratio, which is subject to adjustments based on shares outstanding at the Closing, is calculated to be approximately 0.6093 as of January 9, 2025. Each outstanding share of Uniti Common Stock at the Effective Time would be converted into approximately 0.6093 shares of New Uniti Common Stock resulting in a reverse stock split to Uniti shareholders. Refer to Note 11 for discussions on the pro forma effect of the reverse stock split and impact to Uniti’s historical earnings (loss) per common share. As a result of the Pre-Closing Windstream Reorganization as well as the Merger, all surviving Windstream equityholders will have their historical

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Windstream equity exchanged for New Uniti Common Stock, New Uniti Preferred Stock, and New Uniti Warrants. In addition, and as a result of the Merger, all historical Uniti stockholders will have Uniti Common Stock exchanged for New Uniti Common Stock in accordance with the Exchange Ratio. See the section titled “The Merger” for additional information on the effects of the transactions mentioned here.

Special Equity Grants

On May 16, 2024, the Compensation Committee (the “Committee”) of the Uniti Board of Directors approved a special grant of Uniti PSU Awards (the “Special PSU Awards”) and Uniti Restricted Stock Awards (the “Special Restricted Stock Awards”) to certain Uniti executive officers and employees (the “Special Equity Grants”). The Special Restricted Stock Awards will vest as to 20%, 30% and 50% on the first, second and third anniversaries of the Closing, respectively. The Special PSU Awards will vest between 0% and 200% of the target amount based on performance over the three-year period following the Closing. These special grants are designed to create additional incentives that extend beyond the stockholder return objectives and time frame of previously granted equity awards, with the goal of driving outstanding levels of performance and value creation during the three-year period after the Closing. For more information on the Special PSU Awards and the Special Restricted Stock Awards, see “The Merger — Interests of Uniti’s Directors and Executive Officers in the Merger — Special Equity Grants.”

Financing

On May 17, 2024, certain subsidiaries of Uniti issued $300.0 million aggregate principal amount of new 10.50% secured notes due 2028, and Uniti used a portion of the net proceeds from the offering to temporarily repay outstanding borrowings under its Revolving Credit Facility. Uniti intends to use the liquidity from the offering to fund a portion of the Closing Cash Payment in connection with the Merger. For more information, see the risk factor “There can be no assurance that Uniti will be able to obtain sufficient cash to pay the Closing Cash Payment for the Merger in a timely manner or at all.”

Uniti’s obligation under the Merger Agreement to consummate the Merger, including paying the Closing Cash Payment, is not conditioned on Uniti having sufficient available cash and access to liquidity to fund the Closing Cash Payment. While Uniti believes it will be able to fund the Closing Cash Payment in full, there can be no assurance that Uniti will have access to sufficient cash when it is required to make such payment under the Merger Agreement. For the purposes of preparing this pro forma financial information, it is assumed that Uniti will fund the remaining portion of the Closing Cash Payment with borrowings of $220.0 million under its revolving credit facility that will mature on September 24, 2027 (“Revolving Credit Facility”). See Uniti’s historical financial statements and the related notes for additional information on the Revolving Credit Facility.

Windstream Refinancing Transactions

On October 4, 2024, the Co-Issuers issued $800 million aggregate principal amount of Initial Windstream 2031 Notes. The Initial Windstream 2031 Notes were issued at par. Concurrent with the issuance of the Initial Windstream 2031 Notes, Services incurred $500 million incremental term loan borrowings due 2031 (the “Windstream 2024 Term Loan”). The Windstream 2024 Term Loan will bear interest based on a floating rate plus a margin (which, at Windstream’s election, may be the Base Rate plus 3.75% or the Adjusted Term SOFR Rate plus 4.75% (each as defined in the Windstream’s Credit Agreement, provided that the Adjusted Term SOFR Rate “floor” shall be 0%)) and will mature on October 1, 2031.

Windstream used the net proceeds from the issuance of the Initial Windstream 2031 Notes and the Windstream 2024 Term Loan to fully repay the Windstream Initial Term Loan and Windstream Incremental Term Loan and to pay related premiums, fees and expenses. The remaining proceeds will be used for general corporate purposes, which may include investments in Windstream’s network and other capital expenditures, such as expansion and acceleration of its Kinetic fiber-to-the-home buildout. For more information on the Windstream Refinancing Transactions, see “Summary — Windstream Refinancing Transactions,” “Description of New Uniti Indebtedness — Legacy Windstream Indebtedness” and the Subsequent Events footnote in Windstream’s unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2024.

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On December 23, 2024, the Co-Issuers issued $1,400 million aggregate principal amount of Additional Windstream 2031 Notes, which form a single class of debt securities with, and are fungible with, the Initial Windstream 2031 Notes. The Additional Windstream 2031 Notes will mature on October 1, 2031, unless earlier repurchased or redeemed in accordance with their terms prior to that date. The net proceeds from the issuance of the Additional Windstream 2031 Notes were used to fund the redemption in full of the Windstream 2028 Notes and to pay any related premiums, fees and expenses.

Anticipated Accounting Treatment

The Merger will be accounted for as a reverse merger using the acquisition method of accounting, pursuant to ASC 805, with Windstream treated as the legal acquirer and Uniti treated as the accounting acquirer. Uniti has been determined to be the accounting acquirer primarily based on an evaluation of the following facts and circumstances:

•

Uniti’s existing stockholders will hold the majority (approximately 62%) voting interest in New Uniti immediately following the consummation of the Merger;

•

Uniti’s existing five-member board of directors will comprise the majority of the nine-member New Uniti Board;

•

Uniti is the entity that will transfer cash to effectuate the Merger; and

•

Upon the consummation of the Merger, New Uniti will be renamed Uniti Group Inc. and is expected to trade under the Nasdaq ticker “UNIT.” See “The Merger — Listing” below.

The guidance in ASC 805 identifies the relevant indicators that must be evaluated to determine the accounting acquirer. As indicated in ASC 805-10-55-12(a) the acquirer usually is the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity. As a result of the Merger, Uniti shareholders will hold the majority of the voting interest in New Uniti. Further, the Company assessed the existence of large minority voting interests in consideration of ASC 805-10-55-12(b) and evaluated the impact of common ownership between Uniti and Windstream. The Company identified Elliott, who owns 49.37% and 4.15% of Windstream and Uniti, respectively and the PIMCO Funds, who own 20.61% and 2.42% of Windstream and Uniti, respectively. Elliott is expected to have the largest minority voting interest in New Uniti immediately following the Merger; however, excluding Elliott’s and the PIMCO Funds’ ownership interest in Uniti, the remaining Uniti shareholders still maintain greater than 50% of the ownership of the combined company. See “Beneficial Ownership of Securities — Security Ownership of Certain Beneficial Owners and Management of New Uniti.” Accordingly, in both scenarios Uniti shareholders maintain a majority of the voting rights of New Uniti. Management also considered composition of the New Uniti Board. Under Section 3.1(a) of Article III of the Elliott Stockholder Agreement, Elliott will have the right, but not the obligation, to select two of the nine members of the New Uniti Board. Two additional board members will be jointly selected by Uniti and Elliott. Uniti’s existing five-member board of directors will comprise the majority of the nine-person board and, as indicated in ASC 805-10-55-12(c), the acquirer usually is the combining entity whose owners have the ability to elect or appoint or to remove a majority the governing body. In addition, the composition of the New Uniti Board is not subject to change within a short period of time after the Closing. Furthermore, the standstill restrictions described in Section 4.1(a)(i) of the Elliott Stockholder Agreement restrict Elliott Stockholders from acquiring additional shares of New Uniti Common Stock until 30 days following the date Elliott loses its right to select a director or ceases to have a director on the New Uniti Board. Aside from as described above, common ownership did not influence any other factors assessed in the accounting acquirer analysis. Based on the Company’s assessment of all relevant factors, Uniti was determined to be the accounting acquirer.

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the total purchase price to acquire Windstream will be allocated to the assets acquired and liabilities assumed of Windstream based upon preliminary estimated fair values. Any excess amounts after allocating the estimated consideration to identifiable tangible and intangible assets acquired and liabilities assumed will be recorded as goodwill. The net assets of Uniti will continue to be recognized at historical cost. Because Uniti is treated as the accounting acquirer, prior period financial information presented in the New Uniti financial statements will reflect the historical activity of Uniti.

The unaudited pro forma condensed combined financial information may differ from the final purchase accounting for a number of reasons, including the fact that the estimates of fair values of certain assets and liabilities acquired are preliminary and subject to change when the formal valuation and other studies are finalized. The differences between the preliminary amounts and the final purchase accounting could have a material impact on the accompanying unaudited pro forma condensed combined financial information.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the ruling outcome of Uniti’s request for a private letter ruling from the IRS that Uniti is currently seeking with respect to certain tax consequences of the post-closing restructuring transactions Uniti expects to carry out following the Merger:

—

Assuming favorable private letter ruling: This presentation assumes the IRS rules favorably on the private letter ruling and the Merger will be structured as a taxable transaction.

—

Assuming unfavorable private letter ruling: This presentation assumes the IRS declines to rule favorably on the private letter ruling and the Merger will be structured as a nontaxable transaction.

The foregoing scenarios are for illustrative purposes only as the outcome of the private letter ruling is unknown from the IRS as of the date of this proxy statement/prospectus. Accordingly, the actual financial position and results of operations may differ significantly from the pro forma amounts presented with respect to the private letter ruling herein. Refer to Note 1 for additional background on the pending private letter ruling.

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Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2024
(In thousands)

	As of September 30, 2024			As of September 30, 2024																									As of September 30, 2024							As of September 30, 2024
	Uniti (Historical, as Reclassified) (Note 3)			Windstream (Historical, as Adjusted) (Note 4)			Windstream Pre-Closing Transaction Adjustments (Note 5)				Windstream (Historical, as further adjusted for Pre-Closing Transactions)			Accounting Policy and Reclassification Adjustments (Note 6)				Merger Transaction Accounting Adjustments (Note 2 & 7)				Settlement of Pre-Existing Relationships Adjustments (Note 8)			Financing Adjustments (Note 10)				Pro Forma Combined (Assuming Favorable Private Letter Ruling)			Merger Transaction Accounting Adjustments (Assuming Unfavorable Private Letter Ruling)				Pro Forma Combined (Assuming Unfavorable Private Letter Ruling)
ASSETS
Current assets:
Cash and cash equivalents		$	34,077		$	32,065		$	162,975	5A		$	337,718		$	—			$	(276,348)	2B		$	(152,652)		$	220,000	10A		$	162,795		$	—			$	162,795
									(162,975)	5B
									305,653	5D
Restricted cash			19,311			5,382			—				5,382			—				—				—			—				24,693			—				24,693
Accounts receivable, net			51,604			322,961			—				322,961			—				—				(5,159)			—				369,406			—				369,406
Inventories			—			154,766			—				154,766			—				—				—			—				154,766			—				154,766
Prepaid expenses			10,953			140,156			—				140,156			—				(61,288)	2G			—			—				89,821			—				89,821
Other current assets			12,900			204,287			—				204,287			—				—				261			—				217,448			—				217,448
Total current assets			128,845			859,617			305,653				1,165,270			—				(337,636)				(157,550)			220,000				1,018,929			—				1,018,929
Property, plant and equipment, net			4,156,542			3,441,703			—				3,441,703			—				303,697	2C			—			—				7,901,942			—				7,901,942
Intangible assets, net			282,839			250,323			—				250,323			—				558,977	2D			—			—				1,092,139			—				1,092,139
Goodwill			157,380			—			—				—			—				514,799	2H			—			—				672,179			—				672,179
Operating lease right-of-use assets, net			126,791			322,774			—				322,774			—				(1,100)	2F			(12,913)			—				435,552			—				435,552
Other assets, net			122,197			90,514			—				90,514			—				(4,072)	2E			(94,827)			—				70,664			—				70,664
																				(43,148)	2G
Deferred income tax assets, net			124,077			—			—				—			—				(455,345)	7G			—			—				110,326			(441,594)	7F			—
																				441,594	7E													331,268	7G
Total Assets		$	5,098,671		$	4,964,931		$	305,653			$	5,270,584		$	—			$	977,766			$	(265,290)		$	220,000			$	11,301,731		$	(110,326)			$	11,191,405
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Liabilities:
Current liabilities:
Accounts payable		$	5,912		$	163,546		$	—			$	163,546		$	—			$	67,688	7B		$	(160)		$	—			$	278,420		$	—			$	278,420
																				41,434	2A
Accrued taxes			14,542			68,189			—				68,189			—				21,964	7D			—			—				104,695			—				104,695
Advance payments			—			133,611			—				133,611			(133,611)	6A			—				—			—				—			—				—

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	As of September 30, 2024		As of September 30, 2024																		As of September 30, 2024					As of September 30, 2024
	Uniti (Historical, as Reclassified) (Note 3)		Windstream (Historical, as Adjusted) (Note 4)		Windstream Pre-Closing Transaction Adjustments (Note 5)			Windstream (Historical, as further adjusted for Pre-Closing Transactions)		Accounting Policy and Reclassification Adjustments (Note 6)			Merger Transaction Accounting Adjustments (Note 2 & 7)			Settlement of Pre-Existing Relationships Adjustments (Note 8)		Financing Adjustments (Note 10)			Pro Forma Combined (Assuming Favorable Private Letter Ruling)		Merger Transaction Accounting Adjustments (Assuming Unfavorable Private Letter Ruling)			Pro Forma Combined (Assuming Unfavorable Private Letter Ruling)
Accrued interest payable		56,562		14,231		—			14,231		—			—			—		—			70,793		—			70,793
Dividends payable		2		—		—			—		—			—			—		—			2		—			2
Current portion of long-term debt		—		7,500		(7,500)	5D		—		—			—			—		—			—		—			—
Current portion of finance lease obligations		2,629		—		—			—		1,976	6B		—			—		—			4,605		—			4,605
Current portion of operating lease liabilities		12,209		92,219		—			92,219		—			—			(225)		—			104,203		—			104,203
Deferred revenue		87,023		—		—			—		133,611	6A		—			(53,620)		—			167,014		—			167,014
Other current liabilities		49,476		365,309		—			365,309		(1,976)	6B		—			(8,001)		—			404,808		—			404,808
Total current liabilities		228,355		844,605		(7,500)			837,105		—			131,086			(62,006)		—			1,134,540		—			1,134,540
Long-term deferred revenue		1,212,736		—		—			—		87,615	6A		—			(945,700)		—			354,651		—			354,651
Deferred income taxes		—		167,166		—			167,166		—			288,179	2I		—		—			—		311,727	7F		642,995
														(455,345)	7G									331,268	7G
Intangible liabilities, net		148,377		—		—			—		—			—			(140,800)		—			7,577		—			7,577
Settlement payable		95,147		—		—			—		—			—			(95,147)		—			—		—			—
Operating lease liabilities		66,576		232,257		—			232,257		—			—			(8,330)		—			290,503		—			290,503
Finance lease obligations		15,240		—		—			—		2,290	6B		—			—		—			17,530		—			17,530
Notes and other debt, net		5,782,633		2,319,556		362,356	5D		2,681,912		—			55,245	2E		—		220,000	10A		8,739,790		—			8,739,790
Other liabilities		25,914		375,992		—			375,992		(87,615)	6A		—			—		—			312,001		—			312,001
											(2,290)	6B
Total Liabilities		7,574,978		3,939,576		354,856			4,294,432		—			19,165			(1,251,983)		220,000			10,856,592		642,995			11,499,587
Shareholders’ Deficit:
Preferred stock		—		—		—			—		—			1	2B		—		—			1		—			1
Common stock		24		—		—			—		—			9	2B		—		—			24		—			24
														(9)	7C
Legacy Windstream common units		—		1,463,002		(1,300,027)	5C		—		—			—			—		—			—		—			—
						(162,975)	5B
New Windstream common units		—		—		1,300,027	5C		1,300,027		—			(1,300,027)	2J		—		—			—		—			—
Additional paid-in capital		1,232,228		8,300		162,975	5A		171,275		—			82	7A		—		—			2,815,120		—			2,815,120
														1,582,801	2B
														(171,275)	2J
														9	7C

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	As of September 30, 2024			As of September 30, 2024																							As of September 30, 2024							As of September 30, 2024
	Uniti (Historical, as Reclassified) (Note 3)			Windstream (Historical, as Adjusted) (Note 4)			Windstream Pre-Closing Transaction Adjustments (Note 5)				Windstream (Historical, as further adjusted for Pre-Closing Transactions)			Accounting Policy and Reclassification Adjustments (Note 6)			Merger Transaction Accounting Adjustments (Note 2 & 7)				Settlement of Pre-Existing Relationships Adjustments (Note 8)			Financing Adjustments (Note 10)			Pro Forma Combined (Assuming Favorable Private Letter Ruling)			Merger Transaction Accounting Adjustments (Assuming Unfavorable Private Letter Ruling)				Pro Forma Combined (Assuming Unfavorable Private Letter Ruling)
Accumulated other comprehensive income/(loss)			(820)			11,957			—				11,957			—			(11,957)	2J			—			—			(820)			—				(820)
Accumulated deficit			(3,708,705)			(457,904)			(49,203)	5D			(507,107)			—			884	7A			986,693			—			(2,369,186)			(753,321)	7F			(3,122,507)
																			(67,688)	7B
																			(41,434)	2A
																			548,541	2J
																			441,594	7E
																			(21,964)	7D
Total shareholders’ deficit			(2,477,273)			1,025,355			(49,203)				976,152			—			959,567				986,693			—			445,139			(753,321)				(308,182)
Noncontrolling interests:
Operating partnership units			716			—			—				—			—			(716)	7A			—			—			—			—				—
Cumulative non-voting convertible preferred stock			250			—			—				—			—			(250)	7A			—			—			—			—				—
Total Shareholders’ Deficit			(2,476,307)			1,025,355			(49,203)				976,152			—			958,601				986,693			—			445,139			(753,321)				(308,182)
Total Liabilities and Shareholders’ Deficit		$	5,098,671		$	4,964,931		$	305,653			$	5,270,584		$	—		$	977,766			$	(265,290)		$	220,000		$	11,301,731		$	(110,326)			$	11,191,405

See accompanying notes to unaudited pro forma condensed combined financial information.

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Unaudited Pro Forma Condensed Combined Statement of Income
For the nine months ended September 30, 2024
(In thousands, except per share data)

	For the nine months ended September 30, 2024			For the nine months ended September 30, 2024																						For the nine months ended September 30, 2024
	Uniti (Historical, as Reclassified) (Note 3)			Windstream (Historical)			Windstream Pre-Closing Transaction Adjustments (Note 5)				Windstream (Historical, as Adjusted)			Elimination of Intercompany Transactions (Note 9)				Merger Transaction Accounting Adjustments (Note 7)				Financing Adjustments (Note 10)				Pro Forma Combined (Assuming Favorable and Unfavorable Private Letter Ruling)
Revenues
Service and other revenues		$	864,027		$	2,795,404		$	—			$	2,795,404		$	(609,752)	9A		$	—			$	—			$	3,043,964
																(5,715)	9F
Sales revenues			9,585			47,812			—				47,812			—				—				—				57,397
Total revenue			873,612			2,843,216			—				2,843,216			(615,467)				—				—				3,101,361
Operating expenses
Cost of services and other revenues (exclusive of depreciation and amortization)			98,620			1,738,247			—				1,738,247			(6,811)	9B			(136)	7FF			—				1,292,574
																(521,484)	9G			(15,862)	7GG
Cost of sales			8,133			35,678			—				35,678			—				—				—				43,811
General and administrative expense			80,546			514,767			—				514,767			—				(46,230)	7GG			—				553,182
																				4,099	7HH
Depreciation and amortization			234,862			612,635			—				612,635			—				(277,157)	7CC			—				569,979
																				(361)	7DD
Transaction related and other costs			31,068			—			—				—			—				—				—				31,068
Net (gain) loss on asset retirement and dispositions			—			(29,078)			—				(29,078)			41,603	9H			—				—				12,525
Net (gain) loss on sale of operating assets			(18,999)			(103,237)			—				(103,237)			—				—				—				(122,236)
Total operating expenses			434,230			2,769,012			—				2,769,012			(486,692)				(335,647)				—				2,380,903
Operating (loss) income			439,382			74,204			—				74,204			(128,775)				335,647				—				720,458
Interest expense, net			(381,693)			(160,707)			(2,637)	5AA			(163,344)			5,081	9C			(5,593)	7EE			(11,868)	10BB			(562,630)
																2,490	9J							(7,703)	10AA
Other (expense) income, net			301			2,160			—				2,160			—				—				—				2,461
(Loss) income before income taxes			57,990			(84,343)			(2,637)				(86,980)			(121,204)				330,054				(19,571)				160,289

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	For the nine months ended September 30, 2024				For the nine months ended September 30, 2024																						For the nine months ended September 30, 2024
	Uniti (Historical, as Reclassified) (Note 3)				Windstream (Historical)			Windstream Pre-Closing Transaction Adjustments (Note 5)				Windstream (Historical, as Adjusted)			Elimination of Intercompany Transactions (Note 9)				Merger Transaction Accounting Adjustments (Note 7)				Financing Adjustments (Note 10)				Pro Forma Combined (Assuming Favorable and Unfavorable Private Letter Ruling)
Income tax (benefit) expense			(13,869)				(13,255)			(659)	7KK			(13,914)			(149,465)	9E			82,513	7KK			(4,893)	7KK			48,280
																	119,164	9I			28,744	7LL
Net (loss) income			71,859				(71,088)			(1,978)				(73,066)			(90,903)				218,797				(14,678)				112,009
Net income (loss) attributable to noncontrolling interests			23				—			—				—			—				(23)	7AA			—				—
Net (loss) income attributable to shareholders			71,836				(71,088)			(1,978)				(73,066)			(90,903)				218,820				(14,678)				112,009
Participating securities’ share in earnings			(1,493)				—			—				—			—				488	7II			—				(1,005)
Dividends declared on convertible preferred stock			(15)				—			—				—			—				15	7AA			—				—
Dividends accumulated on New Uniti preferred stock			—				—			—				—			—				(52,729)	7JJ			—				(52,729)
Net (loss) income attributable to common shares		$	70,328			$	(71,088)		$	(1,978)			$	(73,066)		$	(90,903)			$	166,594			$	(14,678)			$	58,275
Earnings per common share
Basic		$	0.30
Diluted		$	0.30
Weighted-average number of common shares outstanding
Basic			237,242
Diluted			237,242
Pro forma earnings per common share
Basic		$	0.49	11A																								$	0.23	11B
Diluted		$	0.49	11A																								$	0.23	11B
Pro forma weighted-average number of common shares outstanding
Basic			144,552	11A																									253,597	11B
Diluted			144,552	11A																									253,597	11B

See accompanying notes to unaudited pro forma condensed combined financial information.

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Unaudited Pro Forma Condensed Combined Statement of Income
For the year ended December 31, 2023
(In thousands, except per share data)

	For the year ended December 31, 2023			For the year ended December 31, 2023																										For the year ended December 31, 2023							For the year ended December 31, 2023
	Uniti (Historical, as Reclassified) (Note 3)			Windstream (Historical)			Windstream Pre-Closing Transaction Adjustments (Note 5)				Windstream (Historical, as Adjusted)			Elimination of Intercompany Transactions (Note 9)				Merger Transaction Accounting Adjustments (Note 7)				Settlement of Pre-Existing Relationships Adjustments (Note 8)				Financing Adjustments (Note 10)				Pro Forma Combined (Assuming Favorable Private Letter Ruling)			Merger Transaction Accounting Adjustments (Assuming Unfavorable Private Letter Ruling)				Pro Forma Combined (Assuming Unfavorable Private Letter Ruling)
Revenues
Service and other revenues		$	1,133,035		$	3,947,975		$	—			$	3,947,975		$	(791,410)	9AA		$	—			$	—			$	—			$	4,284,908		$	—			$	4,284,908
																(4,692)	9FF
Sales revenues			16,796			38,709			—				38,709			—				—				—				—				55,505			—				55,505
Total revenue			1,149,831			3,986,684			—				3,986,684			(796,102)				—				—				—				4,340,413			—				4,340,413
Operating expenses
Cost of services and other revenues (exclusive of depreciation and amortization)			132,168			2,457,934			—				2,457,934			(7,734)	9BB			(182)	7FF			—				—				1,884,015			—				1,884,015
																(678,222)	9GG			(19,949)	7GG
Cost of sales			12,108			40,381			—				40,381			—				—				—				—				52,489			—				52,489
General and administrative expense			102,732			747,249			—				747,249			(161)	9DD			67,688	7BB			—				—				872,028			—				872,028
																				(58,005)	7GG
																				12,525	7HH
Depreciation and amortization			310,528			790,751			—				790,751			—				(322,950)	7CC			—				—				757,403			—				757,403
																				(20,926)	7DD
Goodwill impairment			203,998			—			—				—			—				—				—				—				203,998			—				203,998
Transaction related and other costs			12,611			—			—				—			—				—				—				—				12,611			—				12,611
Net (gain) loss on asset retirement and dispositions			—			(1,780)			—				(1,780)			26,975	9HH			—				—				—				25,195			—				25,195
Net (gain) loss on sale of operating assets			(2,164)			—			—				—			—				—				—				—				(2,164)			—				(2,164)
Total operating expenses			771,981			4,034,535			—				4,034,535			(659,142)				(341,799)				—				—				3,805,575			—				3,805,575
Operating (loss) income			377,850			(47,851)			—				(47,851)			(136,960)				341,799				—				—				534,838			—				534,838
Interest expense, net			(512,349)			(209,560)			(6,563)	5AA			(216,123)			10,506	9CC			(6,984)	7EE			—				(31,241)	10BB			(761,131)			—				(761,131)
																												(4,940)	10AA
Other (expense) income, net			(18,386)			(13,813)			—				(13,813)			—				—				986,693				—				954,494			—				954,494
(Loss) income before income taxes and equity in earnings from unconsolidated entities			(152,885)			(271,224)			(6,563)				(277,787)			(126,454)				334,815				986,693				(36,181)				728,201			—				728,201
Income tax (benefit) expense			(68,474)			(61,399)			(1,641)	7KK			(63,040)			(193,252)	9EE			83,706	7KK			246,673	7KK			(9,045)	7KK			(477,744)			753,321	7NN			275,577
																161,639	9II			(194,357)	7LL
																				(441,594)	7MM

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	For the year ended December 31, 2023				For the year ended December 31, 2023																						For the year ended December 31, 2023								For the year ended December 31, 2023
	Uniti (Historical, as Reclassified) (Note 3)				Windstream (Historical)			Windstream Pre-Closing Transaction Adjustments (Note 5)			Windstream (Historical, as Adjusted)			Elimination of Intercompany Transactions (Note 9)			Merger Transaction Accounting Adjustments (Note 7)				Settlement of Pre-Existing Relationships Adjustments (Note 8)			Financing Adjustments (Note 10)			Pro Forma Combined (Assuming Favorable Private Letter Ruling)				Merger Transaction Accounting Adjustments (Assuming Unfavorable Private Letter Ruling)				Pro Forma Combined (Assuming Unfavorable Private Letter Ruling)
Equity in earnings from unconsolidated entities			(2,662)				—			—			—			—			—				—			—			(2,662)				—				(2,662)
Net (loss) income			(81,749)				(209,825)			(4,922)			(214,747)			(94,841)			887,060				740,020			(27,136)			1,208,607				(753,321)				455,286
Net income (loss) attributable to noncontrolling interests			(36)				—			—			—			—			36	7AA			—			—			—				—				—
Net (loss) income attributable to shareholders			(81,713)				(209,825)			(4,922)			(214,747)			(94,841)			887,024				740,020			(27,136)			1,208,607				(753,321)				455,286
Participating securities’ share in earnings			(1,207)				—			—			—			—			(13,876)	7II			—			—			(15,083)				9,927	7II			(5,156)
Dividends declared on convertible preferred stock			(20)				—			—			—			—			20	7AA			—			—			—				—				—
Dividends accumulated on New Uniti preferred stock			—				—			—			—			—			(64,075)	7JJ			—			—			(64,075)				—				(64,075)
Net (loss) income attributable to common shares		$	(82,940)			$	(209,825)		$	(4,922)		$	(214,747)		$	(94,841)		$	809,093			$	740,020		$	(27,136)		$	1,129,449			$	(743,394)			$	386,055
Earnings (loss) per common share
Basic		$	(0.35)
Diluted		$	(0.35)
Weighted-average number of common shares outstanding
Basic			236,401
Diluted			236,401
Pro forma earnings (loss) per common share
Basic		$	(0.58)	11A																								$	4.47	11B						$	1.53	11B
Diluted		$	(0.58)	11A																								$	3.50	11B						$	1.36	11B
Pro Forma weighted-average number of common shares outstanding
Basic			144,039	11A																									252,507	11B							252,507	11B
Diluted			144,039	11A																									348,353	11B							348,353	11B

See accompanying notes to unaudited pro forma condensed combined financial information.

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1. Basis of Presentation

The unaudited pro forma condensed combined balance sheet as of September 30, 2024 assumes the Transactions were completed on September 30, 2024. The unaudited pro forma condensed combined statements of income presented for the nine months ended September 30, 2024 and the year ended December 31, 2023 assume the Transactions were completed on January 1, 2023.

As described above, unaudited pro forma condensed combined financial information has been prepared with the Merger being accounted for as a reverse merger using the acquisition method of accounting, pursuant to ASC 805 with Windstream treated as the legal acquirer and Uniti treated as the accounting acquirer. Under the acquisition method of accounting, the purchase consideration will be allocated to Windstream’s assets acquired and liabilities assumed based on their estimated fair values at Closing, which is currently expected to occur in the second half of 2025. Any differences between the estimated fair value of the assets acquired and liabilities assumed will be recorded to goodwill.

The process of valuing the assets and liabilities of Windstream immediately prior to the Merger, as well as evaluating accounting policies for conformity, is preliminary. Additionally, under the acquisition method of accounting, the acquirer is required to recognize the consideration transferred at fair value. Because there are shares exchanged as part of the Merger, the preliminary purchase price fluctuates with changes in Uniti’s stock price. As such, the consideration will not be fixed until Closing. The actual accounting may vary based on final analyses of the valuation of assets acquired and liabilities assumed, which could be material. New Uniti will finalize the accounting for the Merger as soon as practicable within the measurement period in accordance with ASC 805, but in no event later than one year from Closing.

Both Uniti and Windstream’s historical financial statements were prepared in accordance with GAAP and presented in U.S. dollars. The historical financial information of Uniti has been reclassified, as further discussed in Note 3, to align with the anticipated presentation of New Uniti. Further, the historical financial information of Windstream has been adjusted to conform to the presentation of New Uniti, as further discussed in Note 6.

Prior to the contemplated Transactions, Uniti and Windstream had several pre-existing relationships, which primarily relate to (i) the Windstream Leases, (ii) the asset purchase agreement, pursuant to which Uniti paid Windstream in exchange for exclusive rights to use certain fiber strand miles leased by Windstream, certain fiber assets (and underlying rights) owned by Windstream, dark fiber indefeasible rights of use (“IRUs”) relating to the fiber strand miles and fiber assets, and a 20-year IRU for certain strands included in the transferred fiber assets that Uniti granted to Windstream (the “Asset Purchase Agreement”), (iii) the settlement agreement, pursuant to which Uniti is obligated to make periodic payments to Windstream related to the litigation settlement between Uniti and Windstream that was implemented in connection with Windstream’s emergence from bankruptcy (the “2020 Settlement Agreement”), and (iv) various other leasing and supplier arrangements between Uniti and Windstream. See Uniti and Windstream’s historical financial statements and the related notes for additional information on the background of the pre-existing relationships between Uniti and Windstream. Upon the consummation of the Transactions, all historical pre-existing relationships between Uniti and Windstream are considered effectively settled for accounting purposes and the related transactions and balances will become intercompany transactions under New Uniti. As such, in accordance with the guidance in ASC 805, all significant intercompany transactions and balances have been eliminated in the unaudited pro forma condensed combined financial information. Refer to Note 4 for adjustments made to Windstream’s historical balance sheet to eliminate balances related to pre-existing relationships. Refer to Note 8 for discussion on the impact of the settlement of pre-existing relationships and related pro forma adjustments made to Uniti’s historical financial statements. Refer to Note 9 for the adjustments made to Uniti’s and Windstream’s historical statements of income to reflect the elimination of intercompany transactions.

The pro forma adjustments reflecting the consummation of the Transactions are based on certain currently available information and certain assumptions and methodologies that Uniti believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Uniti

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believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Transactions based on information available to Uniti’s management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Transactions.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of New Uniti. They should be read in conjunction with the historical financial statements and notes thereto of Uniti and Windstream. The pro forma condensed combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the companies filed consolidated income tax returns during the periods presented.

Following the Merger, New Uniti will not qualify as a real estate investment trust for U.S. federal income tax purposes. Uniti is currently seeking a private letter ruling from the IRS with respect to certain tax consequences of the Uniti Post-Closing Restructuring. As the outcome of the private letter ruling is pending, the pro forma financial information have been prepared using alternative assumptions that the IRS rules both favorably and unfavorably with respect to the IRS Ruling Request and also reflects the estimated tax impact of the Uniti Post-Closing Restructuring assuming the IRS rules both favorably and unfavorably. Upon resolution of the private letter ruling, Uniti’s management will perform a comprehensive review of the tax impact of the Uniti Post-Closing Restructuring. As a result of the review, Uniti’s management may identify additional adjustments that could have a material impact on the financial statements of New Uniti, including but not limited to New Uniti’s provision for income taxes which as reflected in the pro forma financial information does not necessarily reflect the amounts that would have resulted had the companies filed consolidated income tax returns during the periods presented. Refer to Note 7E and Note 7MM for the tax impact related to a favorable private letter ruling on the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statement of income, respectively. Refer to Note 7F and Note 7NN for the tax impact related to an unfavorable private letter ruling on the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statement of income, respectively.

Following the Closing, New Uniti may, but is not required to, consummate the Post-Closing Reorganization, which would combine Windstream’s and Uniti’s debt into a single silo capital structure with a common parent entity. The unaudited pro forma condensed combined financial information has been prepared under the assumption that Windstream’s and Uniti’s debt would not be combined into a single silo capital structure with a common parent entity. However, should New Uniti combine Windstream’s and Uniti’s debt into a single silo capital structure, it is anticipated that such event would not have a material accounting impact on the unaudited pro forma condensed combined financial information.

Note 2. Preliminary Purchase Consideration and Preliminary Purchase Price Allocation of the Merger

Estimated preliminary purchase consideration

The estimated preliminary merger consideration of $1,859.2 million is calculated based on the fair value of the consideration expected to be transferred, which includes the estimated fair value of New Uniti Common Stock, New Uniti Preferred Stock and New Uniti Warrants to be issued, the estimated cash consideration, and the estimated effective settlement of pre-existing relationships. The calculation of the merger consideration is as follows:

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	Amount (in thousands)
Estimated fair value of New Uniti Common Stock to be issued(i)		$	825,169
Estimated fair value of New Uniti Preferred Stock to be issued(ii)			596,856
Estimated fair value of New Uniti Warrants to be issued(iii)			160,786
Estimated cash consideration(iv)			429,000
Settlement of pre-existing relationships(v)			(152,652)
Total estimated merger consideration		$	1,859,159

(i)

Represents the estimated fair value of approximately 90.6 million shares of New Uniti Common Stock estimated to be issued to Windstream equityholders. The number of shares of New Uniti Common Stock to be issued to Windstream equityholders is equal to the number of New Windstream LLC equity units anticipated to be outstanding immediately prior to Closing after giving effect to the Pre-Closing Windstream Reorganization. As this Merger is accounted for as a reverse acquisition, the fair value of the common stock transferred is measured based upon: (a) the implied fair value per share of New Uniti Common Stock, which is based on the Uniti Common Stock price divided by the Exchange Ratio to take into consideration the relative percentage of equity interests in the combined entity that results from the reverse acquisition, and (b) the number of shares of New Uniti Common Stock estimated to be issued to Windstream equityholders, as follows:

Uniti Common Stock price at January 2, 2025	$	5.55
Exchange Ratio*		0.6093
Implied New Uniti Common Stock price	$	9.11
Shares of New Uniti Common Stock issued to Windstream equityholders		90,590,212
Estimated fair value of New Uniti Common Stock issued in consideration	$	825,169,339

The Exchange Ratio, as defined in the Merger Agreement, is calculated as of January 9, 2025 and is subject to adjustments based on shares outstanding at the Closing.

(ii)

Represents the estimated fair value of approximately 0.6 million shares of New Uniti Preferred Stock estimated to be issued to Windstream equityholders. The value of the Preferred Stock was estimated using a Black-Derman-Toy lattice model to account for the features of the New Uniti Preferred Stock, as well as the risk associated with the New Uniti Preferred Stock, which are captured through the risk free rate term structure and the credit risk adjusted spread.

(iii)

Represents the estimated fair value of approximately 18.0 million New Uniti Warrants estimated to be issued to Windstream equityholders. The calculated intrinsic value using the market price of Uniti Common Stock as of January 2, 2025 was considered as a reasonable proxy of the value of the New Uniti Warrants.

(iv)

Represents the total estimated cash consideration of $429.0 million to be paid, consisting of $389.5 million of Closing Cash Payment, $19.5 million of Windstream MIP Payments (as defined in the Merger Agreement) and $20.0 million of Windstream Transaction Bonuses (as defined in the Merger Agreement)

(v)

Represents the amounts related to the effective settlement of pre-existing relationships as of September 30, 2024 between Uniti and Windstream, which are not part of the Merger consideration transferred for Windstream as the effective settlement of pre-existing relationships between Uniti and Windstream are recognized and accounted for separately from the Merger. Refer to Note 8 for further details on the pre-existing relationships and the amounts that are being settled.

Preliminary purchase price allocation

Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of Windstream are recorded at their fair value and added to those of Uniti. The pro forma adjustments are

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based on estimates of the fair value of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the Merger. The allocation is dependent upon certain valuation and other studies that have not yet been finalized. Accordingly, the preliminary purchase price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed.

The following table sets forth a preliminary allocation of the purchase consideration of the identifiable tangible and intangible assets acquired and liabilities assumed of Windstream, adjusted for reclassification alignments to that of Uniti’s historical financial information, as discussed further in Note 6, and for elimination adjustments related to pre-existing relationship balances with Uniti, as discussed further in Note 4, with the excess recorded as goodwill:

in thousands	Windstream (Historical, as further adjusted for Pre-Closing Transactions)			Fair Value Adjustment				Windstream Net Assets at Fair Value
Cash and cash equivalents		$	337,718		$	—			$	337,718
Restricted cash and cash equivalents			5,382			—				5,382
Accounts receivable			322,961			—				322,961
Inventories			154,766			—				154,766
Prepaid expenses			140,156			(61,288)	2G			78,868
Other current assets			204,287			—				204,287
Property, plant and equipment			3,441,703			303,697	2C			3,745,400
Intangible assets			250,323			558,977	2D			809,300
Operating lease right-of-use assets			322,774			(1,100)	2F			321,674
Other assets			90,514			(4,072)	2E			43,294
						(43,148)	2G
Total assets		$	5,270,584		$	753,066			$	6,023,650
Accounts payable		$	163,546		$	41,434	2A		$	204,980
Accrued taxes			68,189			—				68,189
Advance payments			133,611			—				133,611
Accrued interest payable			14,231			—				14,231
Current portion of operating lease liabilities			92,219			—				92,219
Other current liabilities			365,309			—				365,309
Deferred income taxes			167,166			288,179	2I			455,345
Operating lease liabilities			232,257			—				232,257
Notes and other debt			2,681,912			55,245	2E			2,737,157
Other liabilities			375,992			—				375,992
Total liabilities		$	4,294,432		$	384,858			$	4,679,290
Net assets acquired (a)		$	976,152		$	368,208			$	1,344,360
Estimated purchase consideration (b)									$	1,859,159	2B
Estimated goodwill (b) – (a)									$	514,799	2H

Preliminary purchase consideration noted in the table above was estimated based on Uniti Common Stock using a stock price of $5.55, the closing price as of January 2, 2025. At this stock price, the allocation of total estimated purchase consideration results in goodwill of $514.8 million, as detailed in the table above. The actual merger consideration will depend on the per share price of Uniti Common Stock at the Closing, and therefore, will fluctuate with the market price of Uniti Common Stock until the Transactions are consummated. As a measure of sensitivity on total purchase consideration, a change of 10% to the stock price used would change the preliminary purchase consideration by approximately +/- $98.6 million.

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Any differences between the fair value of the consideration issued and the fair value of the assets acquired and liabilities assumed are recorded as goodwill. Goodwill is not amortized to earnings, but instead is reviewed for impairment at least annually or more frequently if indicators of impairment exist. Goodwill recognized in the Merger is not expected to be deductible for tax purposes.

The final determination of the purchase price allocation of the Merger will be based on Windstream’s net assets acquired as of the Closing Date. The purchase price allocation may change materially based on the receipt of more detailed information and completion of the valuation of Windstream’s net assets acquired as of the Closing Date. Therefore, the actual allocations may differ from the pro forma adjustments presented.

Purchase Price Allocation Adjustments

Represents an adjustment to record Windstream’s estimated to-be incurred transaction costs related to the Transactions for banker fees, legal fees, advisory services, and accounting and other professional fees.

Represents the estimated total merger consideration of $1,859.2 million, consisting of (i) issuance of approximately 90.6 million shares of New Uniti Common Stock with an estimated fair value of $825.2 million, (ii) issuance of approximately 0.6 million shares of New Uniti Preferred Stock with an estimated fair value of $596.9 million, (iii) issuance of approximately 18.0 million New Uniti Warrants with an estimated fair value of $160.8 million, and (iv) cash consideration of $429.0 million, offset by $152.7 million related to the settlement of pre-existing relationships between Uniti and Windstream. The New Uniti Preferred Stock and New Uniti Warrants have been recognized as equity instruments upon consummation of the Transactions.

The adjustments related to the estimated total merger consideration include the following:

	(in thousands)
Estimated fair value of New Uniti Common Stock to be issued
Common stock		$	9
Additional paid-in capital(2)			825,160
Estimated fair value of New Uniti Preferred Stock to be issued
Preferred stock			1
Additional paid-in capital(2)			596,855
Estimated fair value of New Uniti Warrants to be issued
Additional paid-in capital(2)			160,786
Estimated cash consideration
Cash(1)			(276,348)

(1)

The effective settlement of pre-existing relationships between Uniti and Windstream are recognized and accounted for separately from the Merger. For the purposes of preparing the pro forma financial information, it is assumed that the amounts related to the effective settlement of pre-existing relationships, which are not part of the Merger consideration transferred for Windstream, will be settled in cash. Accordingly, the estimated cash consideration of $429.0 million is reduced by $152.7 million related to the settlement. Refer to Note 8 for further details.

(2)

The net adjustment to Additional paid-in capital is $1,582.8 million.

Represents the fair value adjustment of $303.7 million to Windstream’s property, plant, and equipment in connection with the application of the acquisition method of accounting.

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Preliminary property, plant and equipment assumed consists of the following:

Property, plant and equipment	Approximate Fair Value (in thousands)			Estimated Useful Lives
Land		$	84,800	Indefinite
Buildings and improvements			557,700	1 – 28 years
Central office equipment			1,332,700	4 – 7 years
Outside communications plant			962,700	1 – 23 years
Furniture, vehicles and other equipment			406,300	1 – 10 years
Construction in progress			401,200	N/A
Total property, plant and equipment		$	3,745,400

In determining the estimated fair value of the tangible assets, the cost approach was used, which considers cost to a market participant buyer to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence, including any functional, technological, and economic obsolescence. Economic obsolescence was identified due to the overcapacity and rising replacement costs of the fiber network. In particular, increases in replacement costs of the assets used in the telecommunications industry have outpaced the resulting cash flows a market participant would expect to generate from the assets. As a result of these factors, the estimated depreciated replacement cost of the tangible assets exceeded the relative cash flows expected to be generated by the assets, indicating that an economic obsolescence adjustment was required to estimate fair value. The analysis was based on the fixed asset subledger, network construction builds or proposals, financial data and supplementary descriptive data provided by Windstream.

Represents the fair value adjustment of $559.0 million to Windstream’s intangible assets in connection with the application of the acquisition method of accounting.

Preliminary identifiable intangibles assumed consist of the following:

Intangible assets	Approximate Fair Value (in thousands)			Estimated Useful Lives
FCC Spectrum licenses		$	78,900	Indefinite
Right of way			41,400	10.6 years
IPv4 addresses			345,000	15 – 20 years
Customer relationships			225,000	10 – 12 years
Trade names			119,000	1 – 20 years
Total intangible assets		$	809,300

For spectrum licenses, given the recency of acquisition in a competitive auction fair value was assumed to be equal to book value. Currently, there are no legal, regulatory, contractual, competitive, economic or other factors that would limit the useful life of the spectrum, and therefore, the licenses are considered indefinite-lived intangible assets. For the right of way asset, given the recency of the agreement execution at market, fair value was assumed to be equal to book value. The fair value of the IPv4 addresses was determined using a “market approach,” based on observable recent auction prices and other relevant information generated by market transactions involving identical or comparable (that is, similar) assets. The fair value of the customer relationships intangible was determined using an “income approach,” specifically a multi-period excess earnings approach. The fair value of the trademarks and trade names was determined using an “income approach,” specifically the relief-from-royalty method.

Represents the elimination of historical Windstream’s unamortized debt issuance costs and discount balances of $59.3 million associated with the assumed Windstream debt. This includes adjustments to long-term debt and unamortized debt issuance costs capitalized in assets.

Preliminary assumed debt consists of the Initial Windstream 2031 Notes, the Windstream 2024 Term Loan and the Additional Windstream 2031 Notes issued as part of the Windstream Refinancing

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Transaction, further described in Note 5. The fair value of assumed debt is $2.7 billion. The fair value of the debt assumed was measured based on either observed market prices in an inactive market or based on current market interest rates applicable to the related debt instrument.

Represents the adjustment of $1.1 million to Windstream’s operating right-of-use assets in connection with the application of the acquisition method of accounting.

Preliminary assumed right-of-use assets were measured at an amount equal to the lease liability, adjusted by $1.1 million for favorable or unfavorable terms of the lease when compared with market terms. In determining the fair value of leased real property, the income approach was performed on material leasehold intangibles to assess above/below market leasehold value.

Represents the elimination of $104.4 million of Windstream’s historical deferred commissions and deferred costs to fulfill in connection with the application of the acquisition method of accounting

Represents the preliminary estimate of goodwill of $514.8 million. The adjustment to goodwill reflects the excess of consideration transferred, as discussed in Note 2B, over the assets acquired and liabilities assumed of Windstream based upon preliminary estimated fair values. The preliminary estimate of goodwill is directly affected by the related pro forma adjustments discussed in Note 2C – 2G, 2I and 2J.

Represents the deferred tax impact of $288.2 million associated with the adjustments to Windstream assumed net assets including incremental differences in book and tax basis created from the preliminary purchase price allocation resulting from the step up in fair value of Windstream net assets. Deferred taxes are determined using a blended statutory tax rate based on jurisdictions where income is generated. The effective tax rate of the combined company following the Transactions could be significantly different depending on post-acquisition activities, including the geographical mix of income. This determination is preliminary and subject to change based upon the final determination of the fair value on the date of Closing.

Represents the elimination of $934.7 million of Windstream’s historical equity balances, adjusted for $41.4 million related to Windstream’s estimated to-be incurred transaction costs, as discussed in Note 2A above, and adjusted for $49.2 million related to the Windstream Refinancing Transactions as discussed in Note 5 below.

Note 3. Adjustments to Uniti Historical Financial Information

Uniti has previously presented unclassified financial information and New Uniti will present classified financial information. Therefore, reclassification adjustments are made below to reclassify Uniti balances in a classified format. In addition, other reclassification adjustments to disaggregate certain financial statement line items are made to conform with the expected New Uniti presentation. These reclassifications have no effect on previously reported total assets, total liabilities and total shareholders’ deficit.

Presented below are the adjustments made to Uniti’s balance sheet as of September 30, 2024 in order to conform with the expected New Uniti presentation:

(in thousands, except par value)	Uniti (Historical)			Adjustments to reclassify Financial Statement Presentation			Uniti (Historical, as Reclassified)
ASSETS
Property, plant and equipment, net		$	4,156,542		$	—		$	4,156,542
Cash and cash equivalents			34,077			—			34,077
Restricted cash and cash equivalents			19,311			—			19,311
Accounts receivable, net			51,604			—			51,604
Goodwill			157,380			—			157,380
Intangible assets, net			282,839			—			282,839

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(in thousands, except par value)	Uniti (Historical)			Adjustments to reclassify Financial Statement Presentation				Uniti (Historical, as Reclassified)
Straight-line revenue receivable			105,823			(105,823)	3A			—
Operating lease right-of-use assets, net			126,791			—				126,791
Derivative asset			231			(231)	3B			—
Other assets, net			39,996			105,823	3A			122,197
						231	3B
						(23,853)	3C
Other current assets			—			12,900	3C			12,900
Prepaid expenses			—			10,953	3C			10,953
Deferred income tax assets, net			124,077			—				124,077
Total Assets		$	5,098,671		$	—			$	5,098,671
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Liabilities:
Accounts payable, accrued expenses and other liabilities, net		$	95,844		$	(95,844)	3D		$	—
Accounts payable			—			5,912	3D			5,912
Accrued taxes			—			14,542	3D			14,542
Other current liabilities			—			49,476	3D			49,476
Other liabilities			—			25,914	3D			25,914
Settlement payable			95,147			—				95,147
Intangible liabilities, net			148,377			—				148,377
Accrued interest payable			56,562			—				56,562
Deferred revenue			1,299,759			(1,212,736)	3E			87,023
Long-term deferred revenue			—			1,212,736	3E			1,212,736
Dividends payable			2			—				2
Operating lease liabilities			78,785			(12,209)	3F			66,576
Current portion of operating lease liabilities			—			12,209	3F			12,209
Finance lease obligations			17,869			(2,629)	3G			15,240
Current portion of finance lease obligations			—			2,629	3G			2,629
Notes and other debt, net			5,782,633			—				5,782,633
Total Liabilities			7,574,978			—				7,574,978
Shareholders’ Deficit:
Preferred stock $0.0001 par value, 50,000 shares authorized, no shares issued and outstanding			—			—				—
Common stock $0.0001 par value, 500,000 shares authorized, issued and outstanding: 237,488 shares at September 30, 2024			24			—				24
Additional paid-in capital			1,232,228			—				1,232,228
Accumulated other comprehensive loss			(820)			—				(820)
Distributions in excess of accumulated earnings			(3,708,705)			—				(3,708,705)
Total Uniti shareholders’ deficit			(2,477,273)			—				(2,477,273)

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(in thousands, except par value)	Uniti (Historical)			Adjustments to reclassify Financial Statement Presentation			Uniti (Historical, as Reclassified)
Noncontrolling interests:
Operating partnership units			716			—			716
Cumulative non-voting convertible preferred stock, $0.01 par value, 6 shares authorized, 3 issued and outstanding			250			—			250
Total Shareholders’ Deficit			(2,476,307)			—			(2,476,307)
Total Liabilities and Shareholders’ Deficit		$	5,098,671		$	—		$	5,098,671

Presented below is Uniti’s historical, as reclassified, balance sheet as of September 30, 2024 reordered to conform with the expected New Uniti presentation:

(in thousands, except par value)	Uniti (Historical, as Reclassified)
ASSETS
Current assets:
Cash and cash equivalents		$	34,077
Restricted cash and cash equivalents			19,311
Accounts receivable, net			51,604
Prepaid expenses			10,953
Other current assets			12,900
Total current assets			128,845
Property, plant and equipment, net			4,156,542
Intangible assets, net			282,839
Goodwill			157,380
Operating lease right-of-use assets, net			126,791
Other assets, net			122,197
Deferred income tax assets, net			124,077
Total Assets		$	5,098,671
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Liabilities:
Current liabilities:
Accounts payable		$	5,912
Accrued taxes			14,542
Accrued interest payable			56,562
Dividends payable			2
Current portion of finance lease obligations			2,629
Current portion of operating lease liabilities			12,209
Deferred revenue			87,023
Other current liabilities			49,476
Total current liabilities			228,355
Long-term deferred revenue			1,212,736
Intangible liabilities, net			148,377
Settlement payable			95,147

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(in thousands, except par value)	Uniti (Historical, as Reclassified)
Operating lease liabilities			66,576
Finance lease obligations			15,240
Notes and other debt, net			5,782,633
Other liabilities			25,914
Total Liabilities			7,574,978
Shareholders’ Deficit:
Preferred stock $0.0001 par value, 50,000 shares authorized, no shares issued and outstanding			—
Common stock $0.0001 par value, 500,000 shares authorized, issued and outstanding: 237,488 shares at September 30, 2024			24
Additional paid-in capital			1,232,228
Accumulated other comprehensive loss			(820)
Distributions in excess of accumulated earnings			(3,708,705)
Total Uniti shareholders’ deficit			(2,477,273)
Noncontrolling interests:
Operating partnership units			716
Cumulative non-voting convertible preferred stock, $0.01 par value, 6 shares authorized, 3 issued and outstanding			250
Total Shareholders’ Deficit			(2,476,307)
Total Liabilities and Shareholders’ Deficit		$	5,098,671

The adjustments below are made to reclassify Uniti income statement balances to align with the expected presentation of New Uniti. These reclassifications have no effect on previously reported total revenue, total costs and expenses, or net income attributable to common shares.

Presented below are the reclassification adjustments made to Uniti’s income statement for the nine months ended September 30, 2024:

(in thousands)	Uniti (Historical)			Adjustments to reclassify Financial Statement Presentation				Uniti (Historical, as Reclassified)
Revenues
Uniti Leasing (Rentals)		$	653,756		$	(653,756)	3AA		$	—
Uniti Fiber (Rentals)			37,588			(37,588)	3AA			—
Uniti Leasing (Service)			5,073			(5,073)	3AA			—
Uniti Fiber (Service)			177,195			(167,610)	3AA			—
						(9,585)	3BB
Service and other revenues			—			864,027	3AA			864,027
Sales revenues			—			9,585	3BB			9,585
Total revenue			873,612			—				873,612
Operating expenses
Cost of services and other revenues (exclusive of depreciation and amortization)			—			98,620	3CC			98,620
Cost of sales			—			8,133	3CC			8,133

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(in thousands)	Uniti (Historical)			Adjustments to reclassify Financial Statement Presentation				Uniti (Historical, as Reclassified)
Operating expense (exclusive of depreciation and amortization)			106,753			(106,753)	3CC			—
General and administrative expense			80,546			—				80,546
Depreciation and amortization			234,862			—				234,862
Transaction related and other costs			31,068			—				31,068
Gain on sale of real estate			(18,999)			18,999	3DD			—
Net (gain) loss on sale of operating assets			—			(18,999)	3DD			(18,999)
Total operating expenses			434,230			—				434,230
Operating (loss) income			439,382			—				439,382
Interest expense, net			(381,693)			—				(381,693)
Other (expense) income, net			301			—				301
(Loss) income before income taxes			57,990			—				57,990
Income tax (benefit) expense			(13,869)			—				(13,869)
Net (loss) income			71,859			—				71,859
Net (loss) income attributable to noncontrolling interests			23			—				23
Net (loss) income attributable to shareholders			71,836			—				71,836
Participating securities’ share in earnings			(1,493)			—				(1,493)
Dividends declared on convertible preferred stock			(15)			—				(15)
Net (loss) income attributable to common shares		$	70,328		$	—			$	70,328

Presented below are the reclassification adjustments made to Uniti’s income statement for the year ended December 31, 2023:

(in thousands)	Uniti (Historical)			Adjustments to Reclassify Financial Statement Presentation				Uniti (Historical, as Reclassified)
Revenues
Uniti Leasing (Rentals)		$	845,925		$	(845,925)	3AA		$	—
Uniti Fiber (Rentals)			65,903			(65,903)	3AA			—
Uniti Leasing (Service)			6,847			(6,847)	3AA			—
Uniti Fiber (Service)			231,156			(214,360)	3AA			—
						(16,796)	3BB
Service and other revenues			—			1,133,035	3AA			1,133,035
Sales revenues			—			16,796	3BB			16,796
Total revenue			1,149,831			—				1,149,831
Operating expenses
Cost of services and other revenues (exclusive of depreciation and amortization)			—			132,168	3CC			132,168
Cost of sales			—			12,108	3CC			12,108
Operating expense (exclusive of depreciation, accretion and amortization)			144,276			(144,276)	3CC			—
General and administrative expense			102,732			—				102,732

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(in thousands)	Uniti (Historical)			Adjustments to Reclassify Financial Statement Presentation				Uniti (Historical, as Reclassified)
Depreciation and amortization			310,528			—				310,528
Goodwill impairment			203,998			—				203,998
Transaction related and other costs			12,611			—				12,611
Gain on sale of real estate			(2,164)			2,164	3DD			—
Net (gain) loss on sale of operating assets			—			(2,164)	3DD			(2,164)
Total operating expenses			771,981			—				771,981
Operating (loss) income			377,850			—				377,850
Interest expense, net			(512,349)			—				(512,349)
Other (expense) income, net			(18,386)			—				(18,386)
(Loss) income before income taxes and equity in earnings from unconsolidated entities			(152,885)			—				(152,885)
Income tax (benefit) expense			(68,474)			—				(68,474)
Equity in earnings from unconsolidated entities			(2,662)			—				(2,662)
Net (loss) income			(81,749)			—				(81,749)
Net (loss) income attributable to noncontrolling interests			(36)			—				(36)
Net (loss) income attributable to shareholders			(81,713)			—				(81,713)
Participating securities’ share in earnings			(1,207)			—				(1,207)
Dividends declared on convertible preferred stock			(20)			—				(20)
Net (loss) income attributable to common shares		$	(82,940)		$	—			$	(82,940)

Adjustments to Uniti’s Historical Balance Sheet

Represents the reclassification of Uniti’s Straight-line revenue receivable to Other assets, net.

Represents the reclassification of Uniti’s Derivative asset to Other assets, net.

Represents the reclassification of Uniti’s current portion of other assets from Other assets, net to Other current assets and Prepaid expenses.

Represents the reclassification of Uniti’s Accounts payable, accrued expenses and other liabilities, net to Accounts payable, Accrued taxes, Other current liabilities, and Other liabilities.

Represents the reclassification of Uniti’s noncurrent portion of deferred revenue from Deferred revenue to Long-term deferred revenue.

Represents the reclassification of Uniti’s current portion of operating lease liabilities from Operating lease liabilities to Current portion of operating lease liabilities.

Represents the reclassification of Uniti’s current portion of finance lease obligations from Finance lease obligations to Current portion of finance lease obligations.

Adjustments to Uniti’s Historical Statements of (Loss) Income

AA.

Represents the reclassification of Uniti’s rental and service revenues from Uniti Leasing (Rentals), Uniti Fiber (Rentals), Uniti Leasing (Service) and Uniti Fiber (Service) to Service and other revenues.

BB.

Represents the reclassification of Uniti’s sales revenue from Uniti Fiber (Service) to Sales revenues.

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CC.

Represents the reclassification of Uniti’s cost of services and other revenues and cost of sales from Operating expense to Cost of services and other revenues and Cost of sales.

DD.

Represents the reclassification of Uniti’s Gain on sale of real estate to Net (gain) loss on sale of operating assets.

Note 4. Adjustments to Windstream Historical Balance Sheet

Windstream’s historical financial statements include certain historical balances related to pre-existing relationships with Uniti. As all historical pre-existing relationships between Uniti and Windstream will be considered effectively settled and the related transactions and balances will become intercompany transactions under New Uniti, all balances related to pre-existing relationships were identified and eliminated from the historical Windstream balance sheet. These amounts do not represent assets or liabilities of New Uniti and thus have been eliminated from the historical Windstream balance sheet as they will not be part of the identifiable assets acquired or liabilities assumed by Uniti.

Presented below are the adjustments made to Windstream’s balance sheet as of September 30, 2024 to present Windstream’s historical balances adjusted for the elimination of pre-existing relationship balances with Uniti:

(in thousands)	Windstream (Historical)			Adjustments to Eliminate Balances from Pre-Existing Relationships				Windstream (Historical, as Adjusted)
ASSETS
Current assets:
Cash and cash equivalents		$	32,065		$	—			$	32,065
Restricted cash and cash equivalents			5,382			—				5,382
Accounts receivable, net			330,631			(7,499)	4B			322,961
						(171)	4C
Inventories			154,766			—				154,766
Prepaid expenses			140,717			(561)	4C			140,156
Other current assets			204,287			—				204,287
Total current assets			867,848			(8,231)				859,617
Property, plant and equipment, net			3,776,268			(321,107)	4A			3,441,703
						(13,458)	4B
Intangible assets, net			250,323			—				250,323
Operating lease right-of-use assets, net			3,400,742			(3,077,965)	4A			322,774
						(3)	4C
Other assets, net			91,493			(979)	4C			90,514
Total Assets		$	8,386,674		$	(3,421,743)			$	4,964,931
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Current liabilities:
Accounts payable		$	167,448		$	(2,490)	4B		$	163,546
						(1,412)	4C
Accrued taxes			68,189			—				68,189
Advance payments			136,826			(3,215)	4B			133,611
Accrued interest payable			14,231			—				14,231
Current portion of long-term debt			7,500			—				7,500

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(in thousands)	Windstream (Historical)			Adjustments to Eliminate Balances from Pre-Existing Relationships				Windstream (Historical, as Adjusted)
Current portion of operating lease liabilities			488,718			(396,502)	4A			92,219
						3	4C
Other current liabilities			365,470			(161)	4B			365,309
Total current liabilities			1,248,382			(403,777)				844,605
Deferred income taxes			167,166			—				167,166
Operating lease liabilities			3,189,523			(2,957,266)	4A			232,257
Notes and other debt, net			2,319,556			—				2,319,556
Other liabilities			412,734			(36,742)	4B			375,992
Total Liabilities			7,337,361			(3,397,785)				3,939,576
Shareholders’ Equity:
Common units			1,463,002			—				1,463,002
Additional paid-in capital			8,300			—				8,300
Accumulated other comprehensive income/(loss)			11,957			—				11,957
Accumulated deficit			(433,946)			(23,958)	4D			(457,904)
Total Shareholders’ Equity			1,049,313			(23,958)				1,025,355
Total Liabilities and Shareholders’ Equity		$	8,386,674		$	(3,421,743)			$	4,964,931

Adjustments to Windstream’s Historical Financial Information

Represents the elimination of the pre-existing relationship related to the Windstream Leases. The adjustment to PP&E relates to elimination of TCI assets that both Uniti and Windstream historically capitalized as fixed assets.

Represents the elimination of the pre-existing relationship related to the Asset Purchase Agreement. The adjustment to PP&E relates to assets from other leasing arrangements where Uniti is the lessor and Windstream is the lessee. Windstream historically classified these arrangements as finance leases, whereas Uniti historically concluded these arrangements as operating leases. As such, both companies recorded these assets in their respective PP&E balances based on their historical accounting assessment.

Represents the elimination of the pre-existing relationship related to other immaterial agreements between Uniti and Windstream.

Represents the net impact to accumulated deficit related to the elimination of pre-existing relationships between Uniti and Windstream in Note 4A, Note 4B, and Note 4C above.

Note 5. Pre-Closing Windstream Reorganization and Windstream Refinancing Transactions

As described above and elsewhere in this proxy statement/prospectus, Windstream has completed the Windstream Refinancing Transactions and, prior to the Closing, Windstream will complete the Pre-Closing Windstream Reorganization, including the Windstream Rights Offering, the Windstream Tender Offer and the F-Reorg Merger. The pro forma adjustments representing the Pre-Closing Windstream Reorganization and Windstream Refinancing Transactions are based on certain currently available information and certain assumptions and methodologies that Uniti believes are reasonable under the circumstances. The unaudited pro forma adjustments may be revised as additional information becomes available and is evaluated, and accordingly may differ significantly from the pro forma amounts reflected herein. For more information on the Windstream Refinancing Transactions, see “Summary — Windstream Refinancing Transactions,” “Description of New Uniti Indebtedness — Legacy Windstream Indebtedness” and

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the Subsequent Events footnote in Windstream’s unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2024.

The following adjustments were made to the unaudited pro forma condensed combined financial statements:

Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

Represents proceeds from Windstream’s issuance of Rights Offering Warrants to Windstream equityholders in connection with the Windstream Rights Offering. For the purposes of the pro forma financial information, it is assumed that 12.5 million warrants will be issued for an assumed price of $13 per warrant.

Represents the repurchase of common units from Windstream equityholders in connection with the Windstream Tender Offer. For the purposes of the pro forma financial information, it is assumed that 12.5 million common units will be repurchased for an assumed price of $13 per unit. The proceeds from the Windstream Rights Offering will be used to fund the Windstream Tender Offer.

Represents the exchange of legacy Windstream equityholders common units and warrants for common units and warrants of New Windstream LLC in connection with the F-Reorg Merger.

Represents the net proceeds from Windstream’s issuance of the $800.0 million Initial Windstream 2031 Notes, the $500.0 million Windstream 2024 Term Loan and the $1,400 million Additional Windstream 2031 Notes as part of the Windstream Refinancing Transactions. The proceeds from the issuance of the Initial Windstream 2031 Notes and the Windstream 2024 Term Loan were used to fully repay the Windstream Initial Term Loan and Windstream Incremental Term Loan and to pay related premiums, fees and expenses. The proceeds from the issuance of the Additional Windstream 2031 Notes were used to fund the redemption in full of the Windstream 2028 Notes and to pay any related premiums, fees and expenses. For the purposes of preparing this pro forma financial information, a portion of the proceeds is assumed to be used to pay the consent fee in connection with the Windstream 2028 Notes Indenture Amendments, which is expected to occur shortly prior to the Closing. Based on an analysis of participating creditors, Windstream concluded that a portion of the Windstream Refinancing Transactions should be accounted for as a debt modification and the remainder as a debt extinguishment. Refer to the Subsequent Events footnote in Windstream’s unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2024 for more information on the accounting assessment of the Windstream Refinancing Transactions.

The adjustments to Cash and cash equivalents, Notes and other debt, net, Current portion of long-term debt, and Accumulated deficit related to the Windstream Refinancing Transactions are as follows:

In thousands	As of September 30, 2024
Represents the proceeds from the issuance of the Initial Windstream 2031 Notes, the Windstream 2024 Term Loan and the Additional Windstream 2031 Notes, net of debt discount, premium, and issuance costs		$	2,704,711
Represents the fees incurred in connection with the Windstream Refinancing Transactions, including the consent fee			(35,864)
Represents the repayment of the Windstream Initial Term Loan, Windstream Incremental Term Loan, and Windstream 2028 Notes			(2,363,194)
Net adjustment to Cash and cash equivalents		$	305,653

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In thousands	As of September 30, 2024
Represents the proceeds from the issuance of the Initial Windstream 2031 Notes, the Windstream 2024 Term Loan and the Additional Windstream 2031 Notes, net of debt discount, premium, and issuance costs		$	2,704,711
Represents the repayment of the Windstream Initial Term Loan, Windstream Incremental Term Loan, and Windstream 2028 Notes			(2,342,355)
Net adjustment to Notes and other debt, net		$	362,356

In thousands	As of September 30, 2024
Represents the repayment of the Windstream Initial Term Loan, Windstream Incremental Term Loan, and Windstream 2028 Notes		$	(7,500)
Net adjustment to Current portion of long-term debt		$	(7,500)

In thousands	As of September 30, 2024
Represents the fees incurred in connection with the Windstream Refinancing Transactions, including the consent fee		$	(35,864)
Represents the loss on repayment of the Windstream Initial Term Loan, Windstream Incremental Term Loan, and Windstream 2028 Notes			(13,339)
Net adjustment to Accumulated deficit		$	(49,203)

Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Income

AA.

Reflects estimated interest expense on the Initial Windstream 2031 Notes, the Windstream 2024 Term Loan and the Additional Windstream 2031 Notes issued as part of the Windstream Refinancing Transactions, including the amortization of debt issuance costs, premium, and discount. The estimated interest expense on the Initial Windstream 2031 Notes and the Additional Windstream 2031 Notes is based on the stated interest rate of 8.25%. The interest rate for the Windstream 2024 Term Loan assumed for the purposes of preparing this pro forma financial information is 9.71%, which represents the adjusted term SOFR rate as of the debt issuance date, October 4, 2024, plus 4.75%. As the rate for the Windstream 2024 Term Loan is variable rate, a change of 12.5 basis points to the interest rate would change interest expense by approximately +/‑ $0.5 million for the nine months ended September 30, 2024 and +/- $0.6 million for the year ended December 31, 2023.

Additionally, this adjustment reflects the elimination of historical interest expense on the Windstream Initial Term Loan, Windstream Incremental Term Loan and Windstream 2028 Notes that were repaid as part of the Windstream Refinancing Transactions. The adjustment for interest expense is as follows:

In thousands	For the nine months ended September 30, 2024			For the year ended December 31, 2023
Reflects the removal of historical interest expense related to the repayment of the Windstream Initial Term Loan, Windstream Incremental Term Loan, and Windstream 2028 Notes		$	168,525		$	221,860
Reflects the interest expense related to the issuance of the Initial Windstream 2031 Notes, the 2024 Term Loan and the Additional Windstream 2031 Notes			(171,162)			(228,423)
Net adjustment to Interest expense, net		$	(2,637)		$	(6,563)

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Note 6. Accounting Policies and Reclassifications

As part of the preparation of these unaudited pro forma condensed combined financial statements, Uniti’s management performed a preliminary accounting policy comparison between Uniti and Windstream, and no material differences in policies were noted. Upon the Closing, New Uniti’s management will perform a comprehensive review of Uniti and Windstream’s accounting policies. As a result of the review, New Uniti’s management may identify additional differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of New Uniti.

As part of the preparation of these unaudited pro forma condensed combined financial statements, the following reclassifications were made to align Windstream’s financial statement presentation to New Uniti’s expected financial statement presentation:

Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

Represents the reclassification of Windstream’s deferred revenue from Advance payments and Other liabilities to Deferred revenue and Long-term deferred revenue, respectively.

Represents the reclassification of Windstream’s finance lease liabilities from Other current liabilities and Other liabilities to Current portion of finance lease obligations and Finance lease obligations, respectively.

Note 7. Adjustments to the Unaudited Pro Forma Condensed Combined Financial Information

Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2024 are as follows:

Represents the settlement and extinguishment of historical noncontrolling interest operating partnership units and noncontrolling interest preferred stock, respectively, as part of the Pre-Closing Uniti Restructuring.

Represents an adjustment to record Uniti’s estimated to-be incurred transaction costs related to the Transactions for banker fees, legal fees, advisory services, and accounting and other professional fees.

Represents the exchange of Uniti Common Stock for New Uniti Common Stock.

Represents tax impact of New Uniti no longer qualifying as a REIT upon the Closing. The tax impact is expected to result in the recognition of incremental accrued taxes of $22.0 million.

Represents the tax impact of the Uniti Post-Closing Restructuring assuming the IRS rules favorably on the IRS Ruling Request, as described in Note 1 above. The tax impact of the Uniti Post-Closing Restructuring is expected to result in the recognition of a net deferred tax asset of $441.6 million related to a step up in the tax basis of certain assets of Uniti, comprised of a gross deferred tax asset of $808.0 million net of valuation allowance of $366.4 million. Per the requirements set forth in ASC 740-10-45-6, all deferred tax liabilities and assets, as well as the related valuation allowance, have been offset and presented as a single noncurrent amount.

Represents the tax impact assuming the IRS declines to rule favorably on the IRS Ruling Request, as described in Note 1 above. In the case of an unfavorable private letter ruling Uniti would instead expect to recognize a deferred tax liability of $311.7 million. The incremental adjustments to the unaudited pro forma condensed combined balance sheet to reflect an unfavorable private letter ruling include an increase to deferred tax liability of $311.7 million as described above, a decrease to deferred tax assets of $441.6 million to reflect the removal of the favorable private letter ruling adjustment from Note 7E, and adjustments to accumulated deficit which are as follows:

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In thousands	As of September 30, 2024
Reflects the removal of the favorable private letter ruling		$	(441,594)
Reflects the impact of the unfavorable private letter ruling			(311,727)
Net adjustment to Accumulated deficit		$	(753,321)

Represents netting adjustments to deferred tax asset and deferred tax liability based on a net deferred tax asset position for New Uniti assuming the outcome of a favorable private letter ruling and net deferred tax liability position for New Uniti assuming the outcome of an unfavorable private letter ruling.

Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Income

The pro forma adjustments included in the unaudited pro forma condensed statements of income for the nine months ended September 30, 2024 and year ended December 31, 2023 are as follows:

AA.

Represents the adjustment to remove allocation of historical net income attributed to noncontrolling interest and to remove dividends declared on Uniti’s historical convertible preferred stock as part of the Pre-Closing Uniti Restructuring, as described in Note 7A above.

BB.

Represents the total estimated to-be incurred transaction costs for Uniti to be recognized in the statement of income for the year ended December 31, 2023, as discussed in Note 7B above. This is a non-recurring item.

CC.

Represents an adjustment to depreciation expense related to property, plant and equipment acquired, as described in Note 2C above, based on the estimated useful lives.

While the effect of the fair value adjustment to Windstream’s PP&E is an increase to PP&E, the adjustment to depreciation expense has the effect of decreasing pro forma depreciation expense for the periods presented, primarily driven by the increased expected usage and operating conditions which led to certain assets having longer depreciable lives due to the expected benefits derived from the assets. Specifically, certain buildings and improvements, copper (part of outside communications plant), and central office equipment assets were assessed to have longer estimated useful lives. Buildings and improvements had a historical remaining weighted average useful life of 13.5 years which increased to approximately 23.5 years, copper had a historical weighted average remaining useful life of 6.5 years which increased to approximately 17.0 years, and central office equipment had a historical remaining weighted average useful life of 5.2 years which increased to approximately 5.5 years.

As discussed in Note 2, the purchase price allocation may change materially based on the receipt of more detailed information and completion of the valuation of Windstream’s net assets acquired as of the Closing Date. Accordingly, the actual depreciation expense may differ significantly from the pro forma amounts reflected herein.

The adjustment for depreciation expense is as follows:

In thousands	For the nine months ended September 30, 2024			For the year ended December 31, 2023
Reflects the removal of Windstream’s historical depreciation expense		$	(569,469)		$	(712,800)
Reflects the depreciation expense of acquired property, plant, and equipment			292,312			389,850
Net adjustment to depreciation expense		$	(277,157)		$	(322,950)

DD.

Represents an adjustment to amortization expense related to intangible assets acquired, as described in Note 2D above, based on the estimated useful lives.

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While the effect of the fair value adjustment to Windstream’s intangible assets is an increase to intangible assets, the adjustment to amortization expense has the effect of decreasing pro forma amortization expense for the periods presented, primarily driven by a lower expected customer attrition rate going forward due to Windstream’s significant investments into expanding its fiber network and maintaining high speed capabilities on its copper network. This directly results in an extension of the periods in which future cash flows are expected to be generated from the customer relationship intangible asset and a longer estimated useful life. Customer relationships had a historical remaining useful life of 0.3 years, which increased to approximately 11.0 years.

As discussed in Note 2, the purchase price allocation may change materially based on the receipt of more detailed information and completion of the valuation of Windstream’s net assets acquired as of the Closing Date. Accordingly, the actual amortization expense may differ significantly from the pro forma amounts reflected herein.

The adjustment for amortization expense is as follows:

In thousands	For the nine months ended September 30, 2024			For the year ended December 31, 2023
Reflects the removal of Windstream’s historical amortization expense		$	(43,167)		$	(78,000)
Reflects the amortization expense of acquired intangible assets			42,806			57,074
Net adjustment to amortization expense		$	(361)		$	(20,926)

EE.

Represents an adjustment to interest expense recorded to amortize the fair value adjustment to assumed debt, as described in Note 2E above, over the remaining life of the debt instruments.

FF.

Represents an adjustment to operating lease expense as a result of the adjustment to assumed right-of-use asset, as described in Note 2F above.

GG.

Represents the reversal of historical amortization expense related to the elimination of deferred commission and deferred costs to fulfill, as discussed in Note 2G above, which do not qualify for separate asset recognition by Uniti. The fair value of the customer relationship asset and related amortization expense contemplate the value of the acquired contracts, as described in Note 2G and Note 6DD above, respectively.

HH.

Represents the recognition of stock-based compensation expense related to the Uniti Special Restricted Stock Awards issued as part of the Special Equity Grants. Fair value of Uniti Special Restricted Stock Awards is estimated using the Uniti Common Stock price as of the grant date.

II.

Represents the allocation of net income attributable to participating securities. Uniti Restricted Stock Awards are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as Uniti Common Stock.

JJ.

Represents the dividends accumulated plus accretion of the carrying value on New Uniti Preferred Stock, in accordance with the underlying terms.

KK.

Represents the income statement impact to tax from the adjustments. A blended statutory tax rate of 25% was utilized for all adjustments. The blended statutory tax rate is based on the jurisdictions in which the assets are located and is not necessarily indicative of the effective tax rate of New Uniti following the Transactions, which could be significantly different depending on post-acquisition activities, including the geographical mix of income.

LL.

Represents tax impact of New Uniti no longer qualifying as a REIT upon the Closing. The tax impact is expected to result in the recognition of an incremental income tax expense of $28.7 million for the nine months ended September 30, 2024 and incremental net income tax benefit of $194.4 million for the year ended December 31, 2023, of which $224.6 million of the tax benefit is non-recurring.

MM.

Represents the impact to income tax (benefit) expense related to the Uniti Post-Closing

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Restructuring assuming the IRS rules favorably on the IRS Ruling Request, as discussed in Note 7E above. The tax impact of the Uniti Post-Closing Restructuring is expected to result in the recognition of an incremental income tax benefit of $441.6 million for the year ended December 31, 2023. This is a non-recurring item.

NN.

Represents the impact to income tax (benefit) expense assuming the IRS declines to rule favorably on the IRS Ruling Request, as discussed in Note 7F above. In the case of an unfavorable private letter ruling Uniti would instead expect to recognize an incremental income tax expense of $311.7 million for the year ended December 31, 2023. This is a non-recurring item. The incremental adjustments to the unaudited pro forma condensed combined statement of income include an increase to tax expense to reflect an unfavorable private letter ruling and a reversal of the tax benefit from Note 7MM to reflect the removal of the favorable private letter ruling adjustment. The adjustment for tax expense is as follows:

In thousands	For the year ended December 31, 2023
Reflects the removal of the favorable private letter ruling		$	441,594
Reflects the impact of the unfavorable private letter ruling			311,727
Net adjustment to Tax (benefit) expense		$	753,321

Note 8. Settlement of Pre-Existing Relationships Adjustments

As discussed in Note 1, prior to the contemplated Transactions, Uniti and Windstream had several pre-existing relationships, which primarily relate to (i) the Windstream Leases, (ii) the Asset Purchase Agreement, (iii) the 2020 Settlement Agreement, and (iv) various other leasing and supplier arrangements between Uniti and Windstream.

The Transactions in effect settles the pre-existing relationships between Uniti and Windstream. In accordance with ASC 805, Uniti would recognize a gain or loss, measured as the lower of the amount by which the contract is favorable or unfavorable from the perspective of Uniti or the amount of the stated settlement provisions, offset by any previously recognized amounts.

The settlement amounts and related gain or loss for the effective settlement of pre-existing relationships between Uniti and Windstream as of September 30, 2024 are as follows:

in thousands	Estimated settlement(4)			Uniti’s Previously recognized net assets (liabilities)			Net gain (loss)(5)
Windstream Leases(1)		$	—		$	(898,331)		$	898,331
Asset Purchase Agreement(2)			(62,500)			(150,862)			88,362
2020 Settlement Agreement(3)			(95,147)			(95,147)			—
Other leasing and supplier agreements(3)			4,995			4,995			—
Total		$	(152,652)		$	(1,139,345)		$	986,693

(1)

The Windstream Leases have no stated settlement terms, and the contracts are not cancelable. Further, the Windstream Leases were deemed at-market.

(2)

The estimated settlement for the Asset Purchase Agreement is measured at the amount by which the contract is unfavorable from the perspective of Uniti based on the estimated remaining value of the upfront payment of the indefeasible right of use contract.

(3)

The 2020 Settlement Agreement and other leasing and supplier agreements were assessed to be at-market and the estimated settlement amounts were determined to be materially consistent with the previously recorded amounts.

(4)

Represents the amounts related to the effective settlement of pre-existing relationships, which are not part of the Merger consideration transferred for Windstream. For the purposes of preparing the

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pro forma financial information, it is assumed that the amounts related to the effective settlement of pre-existing relationships will be settled in cash. Accordingly, the total estimated settlement amount reduces the estimated cash consideration as discussed in Note 2B.

(5)

The net gain is reflected in the unaudited pro forma condensed combined statement of income for the year ended December 31, 2023. This is a non-recurring item.

Uniti’s previously recognized amounts related to the pre-existing relationship balances with Windstream is $1,139.3 million. Presented below are adjustments to eliminate the previously recognized amounts from the respective financial statement line items on Uniti’s historical balance sheet as of September 30, 2024:

in thousands	Windstream Leases			Asset Purchase Agreement			2020 Settlement Agreement			Other leasing and supplier agreements			Total
Accounts receivable, net		$	—		$	(3,655)		$	—		$	(1,504)		$	(5,159)
Other current assets			165			—			—			96			261
Operating lease right-of-use assets, net			—			—			—			(12,913)			(12,913)
Other assets, net			(93,712)			—			—			(1,115)			(94,827)
Total Assets			(93,547)			(3,655)			—			(15,436)			(112,638)
Accounts payable			—			—			—			(160)			(160)
Current portion of operating lease liabilities			—			—			—			(225)			(225)
Deferred revenue			(52,176)			(830)			—			(614)			(53,620)
Other current liabilities			—			(7,411)			—			(590)			(8,001)
Long-term deferred revenue			(939,702)			(5,476)			—			(522)			(945,700)
Intangible liability			—			(140,800)			—			—			(140,800)
Settlement payable			—			—			(95,147)			—			(95,147)
Operating lease liability			—			—			—			(8,330)			(8,330)
Total Liabilities			(991,878)			(154,517)			(95,147)			(10,441)			(1,251,983)
Net assets (liabilities)		$	(898,331)		$	(150,862)		$	(95,147)		$	4,995		$	(1,139,345)

Note 9. Elimination of Intercompany Transactions on the Unaudited Pro Forma Condensed Combined Statements of Income

The adjustments in Note 9 represent the elimination of intercompany transactions between Uniti and Windstream on the unaudited pro forma condensed statements of income. As all historical pre-existing relationships between Uniti and Windstream will be considered effectively settled and the related transactions and balances will become intercompany transactions under New Uniti, all balances related to pre-existing relationships were identified and eliminated from the historical Uniti and Windstream financial statements. Due to the differences in Uniti’s and Windstream’s historical accounting treatment for the pre-existing relationship transactions, the elimination of these transactions do not balance. The differences are primarily driven by Uniti and Windstream historical accounting for the 2020 Settlement Agreement and the tenant funded capital improvements (“TCIs”). Regarding the 2020 Settlement Agreement, Uniti recognized litigation expense in 2020 representing the present value of the settlement payments required under the 2020 Settlement Agreement and historically recognized accretion of the settlement payments as interest expense, while Windstream recognized the payments due from Uniti related to the 2020 Settlement Agreement at the date of lease modification as a reduction to Windstream’s operating lease liability, which historically has affected the straight-line lease expense recognized for the Windstream Leases. Regarding the TCIs, Uniti historically recognized the cost basis of TCIs that are capital in nature as both property, plant and equipment and deferred revenue, while Windstream historically accounts for TCIs as leasehold improvements that are capitalized to fixed assets and depreciated over the shorter of the initial lease term or the useful life of the asset. In addition to the two factors mentioned above which were the primary drivers of the differences in Uniti and Windstream’s pre-existing relationship balances, Uniti recognized below-market lease intangible liabilities as part of the Asset Purchase Agreement in 2020 and historically has amortized those liabilities into

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revenue over the lease term with Windstream. Further, Windstream historically recognized differences in the amount of growth capital improvements (“GCIs”) reimbursements from Uniti and the carrying value of the TCIs as gains. Uniti and Windstream separately evaluated and concluded on the accounting for these matters based on their independent assessment of the facts and judgements. The accounting guidance does not require entities to recognize transactions in the same manner with corresponding balancing entries as its counterparties. Accordingly, the elimination of the intercompany adjustments between the two entities reflected in the unaudited pro forma financial information do not balance. Presented below are the adjustments to eliminate intercompany transactions on the historical statement of income for the nine months ended September 30, 2024 related to the pre-existing relationship balances with Uniti and Windstream:

in thousands	Uniti				Windstream				Total
Service and other revenues		$	(609,752)	9A		$	(5,715)	9F		$	(615,467)
Cost of services and other revenues			(6,811)	9B			(521,484)	9G			(528,295)
Interest expense, net			5,081	9C			2,490	9J			7,571
Net gain on asset retirement and dispositions			—				41,603	9H			41,603
Income tax expense, net(1)			(149,465)	9E			119,164	9I			(30,301)

(1)

Represents the income tax expense on the adjustments calculated at the pro forma tax rate of 25%. The adjustments to income tax expense are estimated based on a blended statutory tax rate and do not reflect actual tax rates, as discussed further in Note 7KK.

Presented below are the adjustments to eliminate intercompany transactions on the historical statement of income for the year ended December 31, 2023 related to the pre-existing relationship balances with Uniti and Windstream:

in thousands	Uniti				Windstream				Total
Service and other revenues		$	(791,410)	9AA		$	(4,692)	9FF		$	(796,102)
Cost of services and other revenues			(7,734)	9BB			(678,222)	9GG			(685,956)
Interest expense, net			10,506	9CC			—				10,506
General and administrative expense			(161)	9DD			—				(161)
Net gain on asset retirement and dispositions			—				26,975	9HH			26,975
Income tax expense, net(1)			(193,252)	9EE			161,639	9II			(31,613)

(1)

Elimination of Uniti Intercompany Transactions

Presented below are adjustments to eliminate previously recognized amounts on Uniti’s historical statement of income for the nine months ended September 30, 2024 related to the pre-existing relationship balances with Windstream:

in thousands	Windstream Leases			Asset Purchase Agreement			2020 Settlement Agreement			Other leasing and supplier agreements			Total
Service and other revenues		$	(596,061)		$	(10,622)		$	—		$	(3,069)		$	(609,752)	9A
Cost of services and other revenues			—			—			—			(6,811)			(6,811)	9B
Interest expense, net			—			—			5,081			—			5,081	9C

Presented below are adjustments to eliminate previously recognized amounts on Uniti’s historical statement of income for the year ended December 31, 2023 related to the pre-existing relationship balances with Windstream:

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in thousands	Windstream Leases			Asset Purchase Agreement			2020 Settlement Agreement			Other leasing and supplier agreements			Total
Service and other revenues		$	(774,511)		$	(12,410)		$	—		$	(4,489)		$	(791,410)	9AA
Cost of services and other revenues			—			—			—			(7,734)			(7,734)	9BB
General and administrative expense			—			—			—			(161)			(161)	9DD
Interest expense, net			—			—			10,506			—			10,506	9CC

Elimination of Windstream Intercompany Transactions

Presented below are adjustments to eliminate previously recognized amounts on Windstream’s historical statement of income for the nine months ended September 30, 2024 related to the pre-existing relationship balances with Uniti:

in thousands	Windstream Leases			Asset Purchase Agreement			2020 Settlement Agreement			Other leasing and supplier agreements			Total
Service and other revenues		$	—		$	(1,081)		$	—		$	(4,634)		$	(5,715)	9F
Cost of services and other revenues			(521,130)			—			—			(354)			(521,484)	9G
Net gain on asset retirement and dispositions			41,603			—			—			—			41,603	9H
Interest expense, net			—			2,490			—			—			2,490	9J

Presented below are adjustments to eliminate previously recognized amounts on Windstream’s historical statement of income for the year ended December 31, 2023 related to the pre-existing relationship balances with Uniti:

in thousands	Windstream Leases			Asset Purchase Agreement			2020 Settlement Agreement			Other leasing and supplier agreements			Total
Service and other revenues		$	—		$	(3,023)		$	—		$	(1,668)		$	(4,692)	9FF
Cost of services and other revenues			(677,108)			—			—			(1,114)			(678,222)	9GG
Net gain on asset retirement and dispositions			26,975			—			—			—			26,975	9HH

Note 10. Financing Adjustments

As described above, on May 17, 2024, Uniti issued $300.0 million aggregate principal amount of new 10.50% secured notes due 2028 and used a portion of the net proceeds from the offering to temporarily repay outstanding borrowings under its Revolving Credit Facility. Uniti intends to use the liquidity from the offering to fund a portion of the Closing Cash Payment. For the purposes of the pro forma financial information, it is assumed that Uniti will fund a portion of the Closing Cash Payment by borrowing on its Revolving Credit Facility in the amount of $220.0 million. The following financing adjustments were made to the unaudited pro forma condensed combined financial statements:

Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

Represents proceeds from Uniti’s assumed draw of $220.0 million on its Revolving Credit Facility due 2027 to fund a portion of the Closing Cash Payment.

Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Income

AA.

Represents estimated interest expense on Uniti’s assumed $220.0 million draw on the Revolving Credit facility due 2027. The interest rate assumed for the purposes of preparing this pro forma financial information is 8.64%, which represents the 1-month Term SOFR reference rate as of January 2, 2025, plus a margin per the terms of the Revolving Credit Facility.

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As the Revolving Credit Facility is variable rate, a change of 12.5 basis points to the interest rate would change interest expense by approximately +/- $0.2 million for the nine months ended September 30, 2024 and +/- $0.3 million for the year ended December 31, 2023.

BB.

Represents estimated interest expense on Uniti’s $300.0 million new secured notes due 2028, based on the stated interest rate of 10.5%, including the amortization of debt issuance costs and premium.

Note 11. Earnings (Loss) per Share

As a result of the Merger, each issued and outstanding share of Uniti Common Stock will be converted into a number of shares of New Uniti Common Stock equal to the Exchange Ratio, which is calculated to be approximately 0.6093 as of January 9, 2025. Accordingly, each outstanding share of Uniti Common Stock at the Effective Time would be converted into approximately 0.6093 shares of New Uniti Common Stock, resulting in a reverse stock split to Uniti shareholders.

The table below gives pro forma effect of this reverse stock split to Uniti’s historical earnings (loss) per share (“EPS”) information by retroactively applying the Exchange Ratio to Uniti’s historical weighted average shares outstanding:

in thousands, except per share data	For the nine months ended September 30, 2024			For the year ended December 31, 2023
Numerator:
Historical Uniti net income (loss) attributable to common shares		$	70,328		$	(82,940)
Denominator:
Historical Uniti weighted average shares outstanding			237,242			236,401
Exchange Ratio*			0.6093			0.6093
Pro forma Uniti weighted average shares outstanding (converted to New Uniti Common Stock)			144,552			144,039
Pro forma net income per share attributable to common stock:
Basic		$	0.49		$	(0.58)
Diluted		$	0.49		$	(0.58)

The Exchange Ratio, as defined in the Merger Agreement, is calculated as of January 9, 2025 and is subject to adjustments based on shares outstanding at the Closing.

Represents pro forma EPS calculated using the Uniti historical weighted average shares outstanding and the issuance of additional shares in connection with the Transactions. As the Transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net income per share assumes that the shares issuable relating to the Merger and other Transactions have been outstanding for the entire periods presented.

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in thousands, except per share data	For the nine months ended September 30, 2024(7)			For the year ended December 31, 2023 (Assuming Favorable Private Letter Ruling)			For the year ended December 31, 2023 (Assuming Unfavorable Private Letter Ruling)
Basic – Numerator:
Pro forma net income attributable to common shares		$	58,275		$	1,129,449		$	386,055
Basic – Denominator:
Historical Uniti weighted average shares outstanding (basic) (converted to New Uniti Common Stock)(1)			144,552			144,039			144,039
Shares issued to historical Uniti operating unit holders pursuant to the Pre-Closing Uniti Restructuring			9			9			9
Shares of New Uniti Common Stock to be issued to Windstream equityholders			90,590			90,590			90,590
New Uniti Warrants to be issued per the Merger Agreement(2)			17,671			17,671			17,671
Weighted average shares of Special Restricted Stock Awards vested into New Uniti Common Stock			775			198			198
Total			253,597			252,507			252,507
Diluted – Numerator:
Pro forma net income attributable to common shares		$	58,275		$	1,129,449		$	386,055
Plus: adjustment for participating securities’ share in earnings			(894)			3,274			569
Plus: adjustment for New Uniti Preferred Stock dividends(5)			—			64,075			64,075
Plus: adjustment for assumed conversion of historical Uniti 2027 convertible notes and exchangeable notes(4)			—			23,090			23,090
Total		$	57,381		$	1,219,888		$	473,789
Diluted – Denominator:(3)
Historical Uniti weighted average shares outstanding (diluted) (converted to New Uniti Common Stock)(1)(4)			144,552			176,759			176,759
Shares issued to historical Uniti operating unit holders pursuant to the Pre-Closing Uniti Restructuring			9			9			9
Shares of New Uniti Common Stock to be issued to Windstream equityholders			90,590			90,590			90,590
New Uniti Warrants to be issued per the Merger Agreement			17,671			17,671			17,671
Additional shares from assumed conversion of New Uniti Preferred Stock to be issued per the Merger Agreement (converted to New Uniti Common Stock)(5)			—			63,126			63,126

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in thousands, except per share data	For the nine months ended September 30, 2024(7)			For the year ended December 31, 2023 (Assuming Favorable Private Letter Ruling)			For the year ended December 31, 2023 (Assuming Unfavorable Private Letter Ruling)
Weighted average shares of Special Restricted Stock Awards vested into New Uniti Common Stock			775			198			198
Total			253,597			348,353			348,353
Pro forma net income per share attributable to common stock:
Basic		$	0.23		$	4.47		$	1.53
Diluted(6)		$	0.23		$	3.50		$	1.36

(1)

Historical Uniti weighted average shares outstanding are converted into New Uniti Common Stock by applying the Exchange Ratio. Refer to Note 11A for discussions on the pro forma effect of the reverse stock split and impact to Uniti’s historical earnings (loss) per common share.

(2)

In accordance with ASC Topic 260, Earnings Per Share, shares issuable for little to no consideration should be included in the number of outstanding shares used for basic EPS. The New Uniti Warrants, which are considered participating securities, are penny warrants and therefore are included in the denominator of basic EPS.

(3)

To determine the dilutive impact, Uniti applied the if-converted method for Uniti’s historical exchangeable notes and 2027 convertible notes and the New Uniti Preferred Stock, and applied the two-class method for the participating Uniti Special Restricted Stock Awards as it was more dilutive than the treasury stock method.

(4)

For the year ended December 31, 2023, the historical Uniti weighted average shares outstanding was further adjusted to include the dilutive effect of Uniti’s historical exchangeable notes and 2027 convertible notes. The potential common shares related to Uniti’s historical exchangeable notes and 2027 convertible notes were historically excluded from the computation of earnings per share as their effect would have been antidilutive. For the nine months ended September 30, 2024, the effect of Uniti’s historical exchangeable notes and 2027 convertible notes was excluded from the computation of diluted EPS as the effect would have been anti-dilutive.

(5)

For the nine months ended September 30, 2024, New Uniti Preferred Stock to be issued per the Merger Agreement, which is redeemable for New Uniti Common Stock, was excluded from the computation of diluted EPS as the effect would have been anti-dilutive. For the year ended December 31, 2023, New Uniti Preferred Stock was included in the computation of diluted EPS as the effect was dilutive.

(6)

For the nine months ended September 30, 2024, there were no antidilutive securities excluded from the computation of diluted EPS other than the historical exchangeable notes and 2027 convertible notes and the New Uniti Preferred Stock, as described above. For the year ended December 31, 2023, there were no antidilutive securities which were excluded from diluted EPS.

(7)

For the nine months ended September 30, 2024, the outcome of the private letter ruling does not have an impact to both the basic and diluted EPS amounts for New Uniti.

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INFORMATION ABOUT THE UNITI SPECIAL MEETING

General

Uniti is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by the Uniti Board for use at the Special Meeting and at any adjournment or postponement thereof. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the meeting.

Date, Time and Place of Special Meeting of Uniti’s Stockholders; Participation

The Special Meeting will be held on April 2, 2025, beginning at 8:00 a.m., Eastern Time (with log-in beginning at 7:45 a.m., Eastern Time), unless postponed to a later date. The Special Meeting will be a virtual only meeting conducted via live audio webcast at www.virtualshareholdermeeting.com/UNIT2025SM. Beneficial stockholders who wish to attend may vote online during the Special Meeting if they have a voting instruction form with a 16-digit control number. Beneficial owners should contact the bank broker or other institution where they hold their account to receive their voting instructions. Because the Special Meeting is being conducted via live webcast, stockholders will not be able to attend the Special Meeting in person.

Uniti will have technicians ready to assist Uniti stockholders with any technical difficulties they may have accessing the virtual meeting. If Uniti stockholders encounter any difficulties accessing the virtual meeting or during the meeting time, Uniti stockholders should navigate to www.virtualshareholdermeeting.com/UNIT2025SM, where a phone number for IT support will be posted.

Purpose of the Meeting

At the Special Meeting, Uniti stockholders will be asked to vote upon the following proposals:

•

Proposal 1 — The Merger Proposal: A proposal to approve the Merger and the other actions and transactions contemplated by the Merger Agreement, a copy of which is attached as Annex A, which is further described in the section entitled “Proposal 1 — The Merger Proposal”;

•

Proposal 5 — The Adjournment Proposal: A proposal to approve, if necessary, the adjournment of the Special Meeting to a later date or dates to permit further solicitation and votes of proxies in the event that there are insufficient votes for one or more of the foregoing proposals or to ensure there are sufficient shares represented to constitute a quorum necessary to conduct the business of the Special Meeting, which proposal will only be presented at the Special Meeting if there are not sufficient shares represented to achieve a quorum or sufficient votes to approve one or more of the foregoing proposals, and which is further described in the section entitled “Proposal 5 — The Adjournment Proposal.”

Recommendation of the Uniti Board

At a meeting of the Uniti Board held on May 2, 2024, the Uniti Board unanimously determined (i) that the Merger Agreement and the actions and transactions contemplated thereby, including the Merger

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and the Charter Amendment, are advisable and in the best interests of Uniti and its stockholders and (ii) that the approval of the Merger and the other actions and transactions contemplated by the Merger Agreement on the terms and conditions thereof shall be submitted to the stockholders of Uniti for consideration at the Special Meeting. On May 16, 2024, the Committee, through a written consent signed by all of the members of the Committee, unanimously determined that it is in the best interests of Uniti to grant the Special Equity Grants and approved such Special Equity Grants, which are the subject of the Advisory Compensation Proposal. On October 9, 2024, the Uniti Board, through a written consent signed by all the directors, unanimously determined (i) that the Delaware Conversion (as defined below) and the Plan of Conversion (as defined below) are in the best interests of Uniti and its stockholders, (ii) that the Delaware Conversion and the Plan of Conversion are advisable, (iii) that the Delaware Conversion and the Plan of Conversion shall be submitted to the Uniti stockholders for consideration at the Special Meeting, (iv) to recommend that the Uniti stockholders approve the Delaware Conversion and the Plan of Conversion and (v) to approve the Delaware Conversion and the Plan of Conversion, including the certificate of incorporation attached thereto as Exhibit A.

Accordingly, the Uniti Board unanimously recommends that stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal, “FOR” the Interim Charter Amendment Proposal, “FOR” the Delaware Conversion Proposal and, if presented, “FOR” the Adjournment Proposal. See “The Merger — Recommendation of the Uniti Board and Uniti’s Reasons for the Merger” beginning on page 170 of this proxy statement/prospectus for a discussion of a number of factors considered by the Uniti Board in reaching its decision.

Uniti stockholders should carefully read this proxy statement/prospectus, including any documents incorporated by reference, and the Annexes in their entirety for more detailed information concerning the Merger and the Transactions.

Record Date; Outstanding Shares; Persons Entitled to Vote

Uniti stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned Uniti Common Shares at the close of business on February 10, 2025, which is the Record Date for the Special Meeting. Stockholders will have one vote for each Uniti Common Share owned at the close of business on the Record Date. If your shares are held in “street name”, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are voted. On the Record Date, there were 244,229,237 Uniti Common Shares outstanding.

Quorum

A quorum will be present at the Special Meeting if stockholders entitled to cast a majority of all the votes entitled to be cast at the Special Meeting are present at the virtual meeting in person or by proxy. Abstentions and broker non-votes, if any, will be counted as present for purposes of establishing a quorum.

Vote Required

The approval of each of the Merger Proposal, the Interim Charter Amendment Proposal and the Delaware Conversion Proposal requires the affirmative vote of a majority of all the votes entitled to be cast. The approval of each other Proposal requires the affirmative vote of a majority of the votes cast thereon at the Special Meeting.

Each Uniti Common Share that you own in your name entitles you to one vote. Your proxy card shows the number of Uniti Common Shares that you own. If your shares are held in “street name”, you should contact your broker to ensure that votes related to the Uniti Common Shares you beneficially own are voted.

Voting Your Shares

If, as of the Record Date, your Uniti Common Shares are registered directly in your name with the EQ Shareowner Services (the “Transfer Agent”), you are considered the stockholder of record with respect to those Uniti Common Shares. As the stockholder of record, you have the right to vote or to grant a proxy for your vote directly to Uniti or to a third party to vote at the Special Meeting.

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Uniti stockholders of record may vote their Uniti Common Shares or submit a proxy to have their Uniti Common Shares voted at the Special Meeting in one of the following ways:

•

Internet: Uniti stockholders may submit their proxy via the internet by following the instructions on the enclosed proxy card. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m., Eastern Time, on April 1, 2025, the day before the Special Meeting.

•

Telephone: Uniti stockholders may submit their proxy by using a touch-tone telephone and dialing the toll-free number listed on the enclosed proxy card. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m., Eastern Time, on April 1, 2025, the day before the Special Meeting.

•

Mail: Uniti stockholders may submit their proxy by properly completing, signing, dating and mailing their proxy card in the postage-paid envelope (if mailed in the United States) included with this proxy statement/prospectus. Uniti stockholders who authorize their proxy to vote this way should mail the proxy card early enough so that it is received before the date of the Special Meeting.

•

Vote Virtually at the Special Meeting: To vote virtually at the special meeting, visit www.virtualshareholdermeeting.com/UNIT2025SM and enter the control number included on your enclosed proxy card.

Whether or not you plan to participate in the Special Meeting, Uniti urges you to submit your proxy by completing and returning the proxy card as promptly as possible, or by submitting your proxy by telephone or via the internet, prior to the Special Meeting to ensure that your Uniti Common Shares will be represented and voted at the Special Meeting if you are unable to participate.

The Uniti Board has appointed certain persons as proxy holders to vote proxies in accordance with the instructions of Uniti stockholders. If you are a stockholder of record and you authorize these proxy holders to vote your Uniti Common Shares with respect to any matter to be acted upon, your Uniti Common Shares will be voted in accordance with your instructions in your proxy. If you are a stockholder of record and you authorize these proxy holders to vote your Uniti Common Shares but do not specify how your Uniti Common Shares should be voted on a Proposal, these proxy holders will vote your shares on such Proposal as the Uniti Board recommends. If any other matter properly comes before the Special Meeting, these proxy holders will vote on that matter in their discretion.

Abstentions and Broker Non-Votes; Failure to Vote

An abstention occurs when a stockholder attends a meeting, or is represented by proxy, but abstains from voting. At the meeting, abstentions will be counted as present for purposes of determining whether a quorum exists. Accordingly, a Uniti stockholder’s failure to vote, as well as an abstention and a broker non-vote (if any), will have the same effect as voting “AGAINST” the Merger Proposal, the Interim Charter Amendment Proposal and the Delaware Conversion Proposal. Failures to vote, abstentions and broker non-votes, if any, will have no effect on the vote on any other Proposal (assuming a quorum is present). If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, your shares will be voted in accordance with the recommendation of the Board.

Broker non-votes are shares held in “street name” by brokers, banks and other nominees that are present or represented by proxy at the meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or other nominee does not have discretionary voting power on such proposal. Because under NYSE rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the Proposals described in this proxy statement/prospectus, if a beneficial owner of shares of Uniti Common Shares held in “street name” does not give voting instructions to the broker, bank or other nominee, then those Uniti Common Shares will not be permitted under NYSE rules to be voted at the meeting, and therefore will not be counted as present or represented by proxy at the meeting. Because the vote to approve the Merger Proposal, the Interim Charter Amendment Proposal and the Delaware Conversion Proposal are based on the affirmative vote of the holders of a majority of all the votes entitled to be cast on the matter at the Special Meeting, the failure to provide your bank, broker,

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trust or other nominee with voting instructions it will have the same effect as a vote “AGAINST” the Merger Proposal, the Interim Charter Amendment Proposal and the Delaware Conversion Proposal. Because the vote to approve each other Proposal requires the affirmative vote of a majority of the votes cast on such proposal and because your bank, broker, trust or other nominee does not have discretionary authority to vote on each other Proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on the approval of each other Proposal, assuming a quorum is present.

Revoking Your Proxy

If you are a stockholder and you give a proxy, you may revoke it at any time before it is exercised by submitting a later-dated, signed proxy card, whether over the internet, by telephone or by mail, so that it is received prior to the vote at the Special Meeting or by attending the Special Meeting and voting. Stockholders also may revoke their proxy by sending a notice of revocation to Uniti’s Secretary at Uniti Group Inc., 2101 Riverfront Drive, Suite A, Little Rock, Arkansas 72202, which must be received prior to the vote at the Special Meeting.

If a Uniti stockholder holds shares through a bank, broker or other nominee, such stockholder should follow the instructions provided by such bank, broker or other nominee as to how to change or revoke his, her or its voting instructions before the Special Meeting. Alternatively, a Uniti stockholder may also revoke their proxy by attending the Special Meeting virtually, using his, her or its unique 16-digit control number and voting his, her or its shares online during the Special Meeting.

Shares and Voting of Uniti’s Directors and Executive Officers

As of the Record Date, Uniti’s directors and executive officers, as a group, owned and were entitled to vote 6,035,511 Uniti Common Shares. Uniti currently expects that these directors and executive officers will vote their shares in favor of the Merger Proposal and each of the other Proposals described in this proxy statement/prospectus, although none of the directors and executive officers are obligated to do so.

Appraisal Rights

No dissenters’ or appraisal rights will be available with respect to the Merger or any of the other Transactions. See the section entitled “Appraisal Rights.”

Tabulation of Votes

A representative from Broadridge will serve as the inspector of election.

Proxy Solicitation Costs

Uniti will pay for the proxy solicitation costs related to the Special Meeting. In addition to sending and making available these materials, some of Uniti’s directors, officers and employees may solicit proxies in person by contacting Uniti stockholders by telephone or over the internet. Uniti stockholders may also be solicited by press releases issued by Uniti, postings on Uniti’s websites and advertisements in periodicals. None of Uniti’s directors, officers or employees will receive additional compensation for their solicitation services. Uniti has engaged Innisfree to assist in the solicitation of proxies for the Special Meeting. Uniti estimates that it will pay Innisfree a fee of approximately $150,000, plus reasonable out-of-pocket expenses relating to the Special Meeting. Certain banking institutions, brokerage firms, custodians, trustees, nominees and fiduciaries who hold shares for the benefit of another party may solicit proxies for Uniti. If so, they will mail proxy information to, or otherwise communicate with, the beneficial owners of Uniti Common Shares held by them. Uniti will also reimburse banks, brokerage firms, custodians, trustees, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of Uniti Common Shares.

Adjournment

Pursuant to Uniti’s Bylaws, the chairman of the meeting will have the power to adjourn the meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting.

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HISTORICAL MARKET PRICE AND DIVIDEND INFORMATION

Market Price Information

New Uniti

New Uniti is currently a private company, and its shares of common stock are not publicly traded.

Uniti

Market Information

Uniti Common Stock has traded on Nasdaq under the symbol “UNIT.”

Holders

As of February 10, 2025, the most recent practicable trading day prior to the date of this proxy statement/prospectus for which this information was available, the closing price of Uniti Common Stock was $5.42 per share as reported on Nasdaq. As of February 10, 2025, Uniti had 244,229,237 outstanding shares of common stock, and there were approximately 15,191 registered holders of record of Uniti Common Stock. A substantially greater number of holders of Uniti Common Stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions.

The market prices of shares of Uniti Common Stock have fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate from the date of this proxy statement/prospectus to the date of the Special Meeting and the date the Merger is completed. No assurance can be given concerning the market price of shares of Uniti Common Stock before the Closing or the market price of New Uniti Common Stock after the Closing.

Dividends

New Uniti

New Uniti has never declared or paid cash dividends on its capital stock and does not anticipate paying any cash dividends in the foreseeable future. Following the Closing, New Uniti intends to retain all available funds and any future earnings for use in the operation of its business and does not anticipate paying any cash dividends on its capital stock in the foreseeable future. Notwithstanding the foregoing, any determination to pay cash dividends subsequent to the Merger will be at the discretion of the New Uniti Board and will depend upon a number of factors, including New Uniti’s results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors the New Uniti Board deems relevant.

Uniti

Uniti has elected to be taxed as a REIT for U.S. federal income tax purposes. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pays tax at regular corporate rates to the extent that it annually distributes less than 100% of its taxable income.

Under the Merger Agreement, Uniti agreed to suspend dividend payments or other distributions until the Closing, except for the dividend that was paid on June 28, 2024, and those dividends reasonably required for it or its subsidiaries to maintain its status as a REIT or to avoid the payment or imposition of income or excise tax, among other customary exceptions. Any dividends must be authorized by the Uniti Board, which will take into account various factors including its current and anticipated operating results, its financial position, REIT requirements, conditions prevailing in the market, restrictions in its debt documents and additional factors they deem appropriate. Dividend payments are not guaranteed, and its board of directors may decide, in its absolute discretion, at any time and for any reason, to pay or not to pay dividends or to change the amount historically paid as dividends.

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WINDSTREAM’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) of Windstream, together with the consolidated financial statements and the related notes of Windstream included elsewhere in this proxy statement/prospectus. Some of the information contained in this MD&A or set forth elsewhere in this proxy statement/prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should read the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following MD&A.

Within this MD&A, the terms “Windstream,” “the Company,” “we,” or “our” refer to Windstream Holdings II, LLC and its subsidiaries, including Windstream Services, LLC.

ORGANIZATIONAL STRUCTURE AND OVERVIEW

Windstream’s quality-first approach connects customers to new opportunities and possibilities by leveraging its nationwide network to deliver a full suite of advanced communications services. We provide fiber-based broadband to residential and small business customers in 18 states, managed cloud communications and security services for large enterprises and government entities across the U.S., and tailored waves and transport solutions for carriers, content providers and large cloud computing and storage service providers in the U.S. and Canada. Our operations are organized into three business segments: Kinetic, Enterprise and Wholesale. The Kinetic segment serves consumer and small business customers in markets in which we are the ILEC and provides services over network facilities operated by us. In addition to large business and wholesale customers with the majority of their service locations residing in ILEC markets, the Enterprise and Wholesale segments also serve customers in markets in which we are a competitive local exchange carrier (“CLEC”) and provide services over network facilities primarily leased from other carriers. For additional information related to our segments, see the “— Business Segment Operating Results” section below, Note 9 to our unaudited condensed consolidated financial statements and Note 14 to our audited consolidated financial statements, both included elsewhere in this proxy statement/prospectus.

We evaluate performance of the segments based on direct margin, which is computed as segment revenues and sales less segment costs and expenses. Segment revenues are based upon each customer’s classification to an individual segment and include all services provided to that customer. There are no differences between total segment revenues and sales and total consolidated revenues and sales. Segment costs and expenses include certain direct expenses incurred in providing services and products to segment customers and selling, general and administrative expenses that are directly associated with specific segment customers or activities. These direct expenses include customer specific access costs, cost of sales, field operations, sales and marketing, product development, licensing fees, provision for estimated credit losses, and compensation and benefit costs for employees directly assigned to the segments.

Costs incurred related to our network operations and operational support functions including network access and facilities, network operations, engineering, service delivery, and customer support are managed centrally and not monitored by or reported to the chief operating decision maker (“CODM”) at a segment level. In addition, centrally-managed administrative functions, including information technology, accounting and finance, legal, human resources, and other corporate management activities are not monitored by or reported to the CODM by segment. Accordingly, these shared operating expenses are not assigned to the segments. We also do not assign to the segments depreciation and amortization expense, straight-line expense under the Windstream Leases with Uniti, net gain on asset retirements and dispositions, gain on sale of operating assets, other income, net, interest expense, and income tax benefit because these items are not monitored by or reported to the CODM at a segment level.

Kinetic

We manage as one business our residential and small business operations in ILEC markets due to the similarities with respect to service offerings and marketing strategies. Residential customers can bundle voice, high-speed internet and video services, to provide one convenient billing solution and receive bundle

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discounts. We offer a wide range of advanced internet services, local and long-distance voice services, integrated voice and data services, and web conferencing products to our small business customers. These services are equipped to deliver high-speed internet with competitive speeds, value added services to enhance business productivity and options to bundle services to meet our small business customer needs. Products and services offered to small business customers also include managed cloud communications and security services.

Kinetic service revenues also include revenue from federal and state USF, amounts received from the RDOF, and certain surcharges assessed to our customers, including billings for our required contributions to federal and state USF programs. Sales revenues include sales of various types of communications equipment and products to customers including selling network equipment to contractors on a wholesale basis.

Enterprise

We manage as one business our mid-market and large business customers located within both our ILEC and CLEC markets. Products and services offered include managed cloud communications and security services, integrated voice and data services, advanced data and traditional voice and long-distance services. Enterprise strategic revenues consist of recurring Secure Access Service Edge, Unified Communications as a Service, OfficeSuite UC®, Software Defined Wide Area Network and associated network access products and services. Enterprise service revenues also include Advanced internet protocol (“IP”) revenues, which consist of recurring dynamic IP, dedicated internet access, multi-protocol label switching services, integrated voice and data services, long-distance and managed services. In addition, Enterprise service revenues include TDM and other revenues consisting of TDM-based voice and data services, usage-based long-distance revenues, resale revenues and all non-recurring revenues, as well as certain surcharges assessed to customers. Enterprise product sales include high-end data and communications equipment which facilitate the delivery of advanced data and voice services to enterprise customers.

For our Enterprise business, our focus remains on converting customers to our strategic and advanced solutions as part of our TDM exit strategy to migrate the majority of our CLEC customers off of the TDM network. Accordingly, we expect to see continued declines in TDM and other revenues, including end user surcharges, while maintaining stability in revenues derived from our strategic and Advanced IP service offerings.

Wholesale

Our wholesale operations are focused on providing network bandwidth to other telecommunications carriers, network operators, governmental entities, content providers, and large cloud computing and storage service providers. These services include network transport services to end users, Ethernet and Wave transport up to 400 Gbps, and dark fiber and colocation services. Wholesale services also include fiber-to-the-tower connections to support the wireless backhaul market. In addition, we offer voice and data carrier services to other communications providers and to larger-scale purchasers of network capacity. Wholesale fiber sales revenues represent amounts recognized from sales-type leases for fiber where control of the fiber has transferred to the customer.

Our wholesale priorities include growing Wave and Ethernet sales and revenues, building and selling fiber on route expansions, and adding new customers. For additional information related to our segments, see the section entitled “— Business Segment Operating Results,” and Note 9 to our unaudited condensed consolidated financial statements and Note 14 to our audited consolidated financial statements, each included elsewhere in this proxy statement/prospectus.

EXECUTIVE SUMMARY

Financial and operational highlights for the nine-month periods ended September 30, 2024 and the year ended December 31, 2023 consisted of the following:

•

For the nine months ended September 30, 2024 and the year ended December 31, 2023, we had revenues and sales of $2.8 billion and $4.0 billion, respectively, and net losses of $71.1 million and $209.8 million, respectively. Revenues and sales for the nine months ended September 30, 2024 and

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year ended December 31, 2023 decreased $177.0 million and $242.2 million, respectively, compared to the prior year period. Net losses for the nine months ended September 30, 2024 and year ended December 31, 2023 decreased $62.9 million and $7.9 million, respectively, compared to the prior year period.

•

Within the Kinetic segment, our consumer revenues declined 5 percent and grew 3.3 percent for the year-over-year periods ending September 30, 2024 and December 31, 2023, respectively. The decline in the most recent period was driven by a reduction in funding due to the discontinuance of the Affordable Connectivity Program (“ACP”) in May 2024. Apart from the impacts of the ACP, Kinetic service revenues are benefiting from positive results in fiber additions as we continue to build our strategic fiber markets and demonstrate strong early penetration through our fiber fast start program. Our fiber build program continues to expand rapidly with over 136,000 and 232,000 new premises constructed during the first nine months of 2024 and the year ended December 31, 2023, respectively. As of September 30, 2024, 1,595,000 consumer premises had access to our fiber network. Currently, 36 percent of consumer households have access to 1-Gigabyte per second (“Gbps”) service. During the first nine months of 2024 and the year ended December 31, 2023, we saw strong growth in our fiber subscriber base, however, this growth was offset by declines in our digital subscriber line (“DSL”) subscriber base. We ended the third quarter of 2024 and the year ended December 31, 2023 with 435,000 and 383,000 consumer subscribers on our fiber network, representing a 27 percent and 26 percent fiber customer penetration rate (calculated as the total number of fiber consumer subscribers divided by the total number of consumer premises passed), respectively. These fiber customer penetration rates were driven by a net increase of 52,000 and 96,000 fiber subscribers for the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively, an improvement of 40 basis points and 310 basis points measured on a year over year basis.

•

Within the Enterprise segment, we continue our focus on our Strategic and Advanced IP portfolios, which as of September 30, 2024 and December 31, 2023 represents approximately 89 percent and 80 percent, respectively, of our total Enterprise service revenues on an annualized basis, excluding end user surcharges. These combined revenues were down 4 percent for the first nine months of 2024, on a year-over-year basis.

•

Our Wholesale business delivered strong revenue results in the first nine months of 2024 and for the year ended December 31, 2023 as service revenues increased 5 percent and 7 percent, respectively, for the period ended September 30, 2024 and the year ended December 31, 2023 on a year-over-year basis. Direct margin grew by 4 percent and 2 percent for the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively. The growth in our direct margin was driven by strong sales in both periods highlighted by high demand from telecom, cable and content customers and price increases for transport services.

•

During the first nine months of 2024 and for the year ended December 31, 2023, our total annualized interconnection, network access and facility expenses decreased by approximately 16 percent and 19 percent on a year-over-year basis to an annualized amount of approximately $630 million and $690 million, respectively. As of September 30, 2024 and December 31, 2023, this annual interconnection expense amount still includes approximately $275 million and $335 million, respectively, of TDM-related expenses including network facility expense. As a result of our TDM exit program, these TDM-related expenses declined approximately 24 percent and 28 percent on a year-over-year basis during the periods ended September 30, 2024 and December 31, 2023, respectively. We fully exited 490 and 920 collocations associated with our TDM migration plans during the first nine months of 2024 and for the year ended December 31, 2023, respectively.

The Company reported an operating loss of $(37.3) million and a net loss of $(70.9) million for the three-month period ended September 30, 2024 and operating income of $74.2 million and a net loss of $(71.1) million for the nine-month period ended September 30, 2024. The operating loss in the three-month period ended September 30, 2024 primarily reflected the overall declines in service revenues further discussed below, partially offset by lower interconnections costs attributable to rate reductions and cost improvements from the continuation of network efficiency projects, and lower salary costs due to workforce reductions completed in both 2024 and 2023.

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Operating results for the nine-month period ended September 30, 2024 were favorably impacted by a pretax gain of $103.2 million from the sale of certain unused IPv4 addresses completed in March 2024, the net gain on asset retirements and dispositions of $29.1 million, an increase in fiber sales, the aforementioned growth in Wholesale revenues, lower interconnection costs attributable to rate reductions and cost improvements from the continuation of network efficiency projects discussed above, and lower salary costs due to workforce reductions completed in both the first nine months of 2024 and the year ended December 31, 2023. These favorable impacts on our operating results were partially offset by the overall reduction in Enterprise service revenues primarily due to higher customer churn for legacy services as we continue to transition customers off of TDM-related services to our strategic and advanced IP products and services.

Operating results for 2023 reflected an overall reduction in Enterprise service revenues primarily due to higher customer churn for legacy services as we continue to transition customers off of TDM-related services, partially offset by the aforementioned growth in Kinetic consumer and Wholesale revenues and reduced interconnections costs, as well as lower salary and wages due to workforce reductions completed in both 2023 and 2022.

Comparatively, operating results for 2022 were adversely impacted by the transition from Connect America Fund (“CAF”) Phase II, funding to amounts received from RDOF. CAF Phase II funding ended as of December 31, 2021 and RDOF began as of January 1, 2022. This transition in federal funding resulted in a net decrease in service revenues and operating income of $123.5 million for the year ended December 31, 2022 compared to the same period in 2021. Reductions in traditional voice, switched access, long-distance and data and integrated services, as well as increases in depreciation and amortization expense and selling, general and administrative expenses also adversely impacted our operating results in 2022 compared to 2021. These decreases were partially offset by an increase in state USF support of $61.3 million in 2022, growth in Kinetic consumer revenues, Wholesale revenues and lower interconnections costs. The increase in state USF revenues primarily reflected $53.7 million of arrearages recognized for the period November 2020 to July 2022 payable to the Company pursuant to a December 20, 2022 settlement agreement.

As further discussed in the section entitled “Summary of the Proxy Statement/Prospectus — Consent Solicitation/Windstream 2028 Notes Indenture Amendments” and “Description of New Uniti Indebtedness — Legacy Windstream Indebtedness — Windstream Senior First Lien 2028 Notes,” in September 2024, we successfully completed the Consent Solicitation, pursuant to which we received the requisite consents from the holders of the Windstream 2028 Notes to amend the Windstream 2028 Notes Indenture to implement the Windstream 2028 Notes Indenture Amendments that permit Uniti and Windstream to consolidate their debt into a single silo. In October and December 2024, we completed the Windstream Refinancing Transactions, which included the issuance of the Windstream 2031 Notes and Windstream 2024 Term Loan, both of which mature in 2031. Net proceeds from the Windstream Refinancing Transactions were used to fully repay borrowings outstanding under the Windstream Credit Agreement consisting of the Term Loan and Incremental Term Loan both due in 2027 and to fund the redemption in full of the Windstream 2028 Notes, thus improving our debt maturity profile, as well as adding additional liquidity of over $300.0 million. For more information on the Windstream Refinancing Transactions, see the sections entitled “Summary of the Proxy Statement/Prospectus — Windstream Refinancing Transactions,” “Description of New Uniti Indebtedness — Legacy Windstream Indebtedness” and “Unaudited Pro Forma Condensed Combined Financial Information — Windstream Refinancing Transactions.”

OPERATING ENVIRONMENT AND TRENDS

The telecommunications industry is highly competitive. The rapid development of new technologies, services and products has eliminated many of the distinctions among wireless, cable, internet and traditional telephone services and brought new competitors to our markets. We expect competition to remain intense as traditional and non-traditional participants seek increased market share.

In our Kinetic business, we are committed to providing our customers with exceptional service and offering faster broadband speeds and the convenience of bundling internet, voice and video services. In 2024, we expect continued growth in our Kinetic fiber broadband customer base while experiencing declines in DSL customers, primarily in lower speed areas, from the effects of competition and our existing DSL

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customers transitioning to our fiber-based broadband services. Our ability to deliver faster internet speeds across our footprint should drive gains in market share and corresponding growth in consumer and small business revenues.

For our Enterprise business, our focus remains on converting customers to our strategic and advanced solutions as part of our TDM exit program to migrate our existing CLEC customers off of the TDM network. As we continue to implement this program, we expect to experience continued declines in TDM and other revenues, as well as reductions in interconnection, network facility and fiber expenses. Our Wholesale business leverages our nationwide network to provide high-capacity bandwidth and transport services to wholesale customers, including other telecommunications carriers, network operators, governmental entities, content providers, and large cloud computing and storage service providers. Our priorities for our Wholesale business include continuing to grow Wave and Ethernet sales and revenues, building and selling fiber on route expansions, and adding new customers.

To improve our consolidated operating results and discretionary cash flows, we are also focused on reducing operating expenses and capital expenditures.

CONSOLIDATED RESULTS OF OPERATIONS

Comparison of the Three and Nine Months Ended September 30, 2024 and 2023

The following table reflects the consolidated operating results for Windstream in the three and nine months ended September 30, 2024 compared to the same period a year ago:

	Three Months Ended September 30,						Increase (Decrease)					Nine Months Ended September 30,						Increase (Decrease)
(Millions)	2024			2023			Amount			%		2024			2023			Amount			%
Revenues and sales:
Service revenues		$	903.0		$	990.8		$	(87.8)		(9)		$	2,795.4		$	2,990.2		$	(194.8)		(7)
Sales revenues			13.3			11.2			2.1		19			47.8			30.0			17.8		59
Total revenues and sales			916.3			1,002.0			(85.7)		(9)			2,843.2			3,020.2			(177.0)		(6)
Costs and expenses:
Cost of services			573.5			615.9			(42.4)		(7)			1,738.2			1,869.3			(131.1)		(7)
Cost of sales			10.6			11.1			(0.5)		(5)			35.7			32.1			3.6		11
Selling, general and administrative			163.1			183.7			(20.6)		(11)			514.8			548.1			(33.3)		(6)
Depreciation and amortization			204.1			202.7			1.4		1			612.6			597.9			14.7		2
Net loss (gain) on asset retirements and dispositions(a)			2.3			(2.9)			(5.2)		*			(29.1)			(8.5)			20.6		*
Gain on sale of operating assets(a)			—			—			—		*			(103.2)			—			103.2		*
Total costs and expenses			953.6			1,010.5			(56.9)		(6)			2,769.0			3,038.9			(269.9)		(9)
Operating (loss) income			(37.3)			(8.5)			28.8		*			74.2			(18.7)			92.9		*
Other income, net			0.7			0.1			0.6		*			2.2			0.1			2.3		*
Interest expense			(54.3)			(52.1)			2.2		4			(160.7)			(156.4)			4.3		3
Loss before income taxes			(90.9)			(60.5)			30.4		50			(84.3)			(175.0)			(90.7)		(52)
Income tax benefit			20.0			14.4			5.6		39			13.2			41.0			27.8		(68)
Net loss		$	(70.9)		$	(46.1)		$	24.8		54		$	(71.1)		$	(134.0)		$	(62.9)		(47)

Not meaningful

(a)

See corresponding sections of Note 1 to our unaudited condensed consolidated financial statements included elsewhere in this proxy statement/prospectus for additional information related to the net loss (gain) on asset retirements and dispositions and gain on sale of operating assets.

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Service Revenues

The following table reflects the primary drivers of the changes in service revenues in the three and nine months ended September 30, 2024 compared to the same periods a year ago:

	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
(Millions)	Increase (Decrease) Amount			Increase (Decrease) Amount
Changes in Wholesale service revenues(a)		$	(0.6)		$	9.5
Decreases in Kinetic small business, regulatory, and other service revenues			(3.1)			(6.0)
Decreases in Kinetic consumer service revenues(b)			(14.9)			(19.7)
Decreases in Enterprise service revenues(c)			(69.2)			(178.6)
Net decreases in service revenues		$	(87.8)		$	(194.8)

(a)

Increase in the nine-month period ended September 30, 2024 was primarily attributable to price increases for transport services, higher demand from content providers for network services, and continued growth in Wave and Ethernet services.

(b)

Decreases reflect the effects of continued declines in DSL customers, discontinuation of subsidies funded by the ACP, which ended in May 2024, as well as reductions in voice and other revenues of $4.1 million and $9.4 million for the three and nine-month periods of 2024, respectively, due to lower demand for consumer voice-only services. Windstream had received approximately $3.0 million in monthly subsidies under this program attributable to its ACP customer base.

(c)

Decreases were primarily due to higher customer churn for legacy services as we continue to transition customers off of TDM-related services. As a result, service revenues reflect reductions in traditional voice, long-distance and data and integrated services, as well as declines in switched access revenues and long-distance usage.

Sales Revenues

Sales revenues include sales of various types of communications equipment and products to customers including selling network equipment to contractors on a wholesale basis. Enterprise product sales include high-end data and communications equipment which facilitate the delivery of advanced data and voice services to enterprise customers. Consumer product sales include home networking equipment, computers and phones. Sales revenues also include amounts recognized from sales-type leases for fiber where control of the fiber has transferred to the customer. Fiber sales were $6.2 million and $24.5 million during the three and nine-month periods ended September 30, 2024 compared to fiber sales of $2.2 million and $4.2 million in the three and nine-month periods of 2023.

The following table reflects the primary drivers of the changes in sales revenues in the three and nine months September 30, 2024 compared to the same periods a year ago:

	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
(Millions)	Increase (Decrease) Amount			Increase (Decrease) Amount
Increases in Wholesale fiber sales		$	4.0		$	20.3
Decreases in Enterprise product sales			(0.9)			(0.8)
Decreases in Kinetic consumer and contractor product sales			(1.0)			(1.7)
Net increases in sales revenues		$	2.1		$	17.8

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Cost of Services

Cost of services expense primarily consists of charges incurred for network operations, interconnection, and business taxes. Network operations charges include salaries and wages, materials, contractor costs, IT support and costs to lease certain network facilities. Interconnection expense consists of charges incurred to access the public switched network and transport traffic to the internet, including charges paid to other carriers for access points where we do not own the primary network infrastructure. Other expenses consist of third-party costs for ancillary voice and data services, business taxes, business and financial services.

The following table reflects the primary drivers of the changes in cost of services in the three and nine months ended September 30, 2024 compared to the same periods a year ago:

	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
(Millions)	Increase (Decrease) Amount			Increase (Decrease) Amount
Increases in straight-line rent expense under master leases with Uniti(a)		$	4.9		$	15.2
Increases in federal USF expense			0.9			0.7
Decreases in network and other operations(b)			(15.0)			(49.3)
Decreases in interconnection expense(c)			(33.2)			(97.7)
Net decreases in cost of services		$	(42.4)		$	(131.1)

(a)

Increases reflect additional rent related to growth capital improvements (“GCIs”) funded by Uniti. Under provisions of the master lease agreements, on the one-year anniversary of any GCIs funded by Uniti, the annual base rent payable by Windstream increases by an amount equal to 8.0 percent of the funding amount, subject to an annual escalator of 0.5 percent.

(b)

Decreases were attributable to lower facility costs and decreases in salary expense resulting from workforce reductions completed in both 2024 and 2023.

(c)

Decreases in interconnection expense was attributable to cost improvements from the continuation of network efficiency projects, increased legacy customer churn, and lower long-distance usage.

Cost of Sales

Cost of sales represents the associated cost of equipment. The following table reflects the primary drivers of the changes in cost of sales in the three and nine months ended September 30, 2024 compared to the same periods a year ago:

	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
(Millions)	Increase (Decrease) Amount			Increase (Decrease) Amount
Increases in cost of fiber sales		$	1.2		$	7.9
Decreases in cost of sales to Enterprise customers			(0.3)			(2.1)
Decreases in cost of sales to consumers and contractors			(1.4)			(2.2)
Net change in cost of sales		$	(0.5)		$	3.6

The net change in cost of sales was generally consistent with the net change in sales revenues.

Selling, General and Administrative (“SG&A”)

SG&A expenses result from sales and marketing efforts, advertising, IT support, provision for estimated credit losses, costs associated with corporate and other support functions and professional fees. These expenses include salaries, wages and employee benefits not directly associated with the provisioning of services to our customers.

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The following table reflects the primary drivers of the changes in SG&A expenses in the three and nine months ended September 30, 2024 compared to the same periods a year ago:

	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
(Millions)	Increase (Decrease) Amount			Increase (Decrease) Amount
Increases in other costs(a)		$	2.4		$	36.1
Decreases in compensation and benefits(b)			(20.5)			(67.7)
Net decreases in SG&A		$	(20.6)		$	(33.3)

(a)

Increases were primarily attributable to our pending Merger with Uniti consisting of legal, accounting and consulting fees. Other costs also include employee severance, lease termination costs, professional and consulting fees, and other miscellaneous expenses incurred in completing certain cost optimization projects.

(b)

Decreases were primarily attributable to lower salary costs due to workforce reductions completed in both 2024 and 2023.

Depreciation and Amortization

Depreciation and amortization expense includes the depreciation of property, plant and equipment and the amortization of intangible assets. Set forth below is a summary of depreciation and amortization expense in the three and nine months ended September 30, 2024 compared to the same periods a year ago:

	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
(Millions)	Increase (Decrease) Amount			Increase (Decrease) Amount
Increases in depreciation expense(a)		$	9.7		$	41.3
Decreases in amortization expense(b)			(8.3)			(26.6)
Net increases in depreciation and amortization expense		$	1.4		$	14.7

(a)

Increases were primarily due to incremental depreciation related to new additions of property, plant and equipment.

(b)

Decreases reflect the use of an accelerated amortization method (sum-of-the-years-digits method) to amortize the customer relationship intangible assets. The effect of using an accelerated amortization method results in a decline in expense each period as the intangible assets amortize.

Operating (Loss) Income

The Company reported an operating loss of $(37.3) million for the three-month period ended September 30, 2024 and operating income of $74.2 million for the nine-month period ended September 30, 2024, compared to operating losses of $(8.5) million and $(18.7) million in the three and nine-month periods ended September 30, 2023, respectively. The operating loss in the three-month period ended September 30, 2024 primarily reflected the overall declines in service revenues previously discussed, partially offset by lower interconnection costs attributable to rate reductions and cost improvements from the continuation of network efficiency projects, and lower salary costs due to workforce reductions completed in both 2024 and 2023. Operating income for the nine-month period ended September 30, 2024 primarily reflected the pretax gain of $103.2 million from the sale of certain unused IPv4 addresses completed in March 2024, the net gain on asset retirements and dispositions of $29.1 million, an increase in fiber sales, lower interconnections costs attributable to rate reductions and cost improvements from the continuation of network efficiency projects, and lower salary costs due to workforce reductions completed in both 2024 and 2023. The beneficial effects of these items on operating income in the nine-month period ended September 30, 2024 were partially offset by the overall decline in service revenues previously discussed.

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Interest Expense

Set forth below is a summary of interest expense in the three and nine months ended September 30, 2024 compared to the same periods a year ago:

	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
(Millions)	Increase (Decrease) Amount			Increase (Decrease) Amount
Changes in interest expense – long-term debt		$	(1.1)		$	2.0
Increases in interest expense – finance leases and other			0.7			0.8
Increases attributable to the effect of interest rate swaps			1.9			3.9
Changes in capitalized interest expense			0.7			(2.4)
Net increases in interest expense		$	2.2		$	4.3

The increase in interest expense during the nine-month period ended September 30, 2024 reflected higher interest rates applicable to incremental borrowings under the senior secured revolving credit facility and higher interest rates related to both the senior secured first lien term loan facility (the “Term Loan”) and super senior incremental term loan (“Incremental Term Loan”). See Notes 3 and 4 to the unaudited condensed consolidated financial statements included elsewhere in this proxy statement/prospectus for additional information related to our long-term debt obligations and interest rate swaps.

Income Taxes

During the three and nine-month periods ended September 30, 2024, the Company recognized income tax benefits of $20.0 million and $13.2 million, respectively, as compared to income tax benefits of $14.4 million and $41.0 million for the same periods in 2023. The income tax benefit recorded in the three and nine-month periods of 2024 and 2023 reflected the loss before taxes in each period. The income tax benefit recorded in the nine-month period of 2024 attributable to the pretax loss was partially offset by discrete tax expense of $5.4 million for nondeductible transaction costs associated with the merger with Uniti, and by discrete tax expense of $25.6 million related to the sale of the IPv4 addresses. Inclusive of the discrete items, our effective tax rate was 22.0 percent and 15.7 percent for the three and nine-month periods ended September 30, 2024, respectively, as compared to 23.8 percent and 23.4 percent for the same periods in 2023.

In determining our quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is based on our expected annual income, statutory rates and tax planning opportunities. Significant or unusual items are separately recognized in the quarter in which they occur.

BUSINESS SEGMENT OPERATING RESULTS

Kinetic

A summary of Kinetic broadband customers was as follows as of September 30:

					Increase (Decrease)
(Thousands)	2024		2023		Amount		%
Fiber consumer broadband customers		435.0		363.4		71.6		20
DSL consumer broadband customers		666.5		784.0		(117.5)		(15)
Total consumer broadband customers		1,101.5		1,147.4		(45.9)		(4)

We expect continued growth in our fiber broadband customer base while experiencing declines in DSL customers, primarily in lower speed areas, from the effects of competition and our existing customers transitioning to our fiber-based broadband services. Our ability to deliver faster internet speeds across our footprint should drive gains in market share and corresponding growth in consumer and small business revenues.

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The following table reflects the Kinetic segment results of operations in the three and nine months ended September 30, 2024 compared to the same periods a year ago:

	Three Months Ended September 30,						Increase (Decrease)					Nine Months Ended September 30,						Increase (Decrease)
(Millions)	2024			2023			Amount			%		2024			2023			Amount			%
Revenues and sales:
Service revenues:
Broadband bundles		$	290.0		$	300.8		$	(10.8)		(4)		$	894.0		$	904.3		$	(10.3)		(1)
Voice and other			13.6			17.7			(4.1)		(23)			44.3			53.7			(9.4)		(18)
Consumer(a)			303.6			318.5			(14.9)		(5)			938.3			958.0			(19.7)		(2)
Small business			40.6			42.6			(2.0)		(5)			125.7			125.5			0.2		—
RDOF funding			13.1			13.1			—		—			39.3			39.3			—		—
State USF			14.4			15.3			(0.9)		(6)			44.0			47.3			(3.3)		(7)
End user surcharges			12.7			12.9			(0.2)		(2)			39.8			42.7			(2.9)		(7)
Total service revenues			384.4			402.4			(18.0)		(4)			1,187.1			1,212.8			(25.7)		(2)
Product sales			6.7			7.7			(1.0)		(13)			22.1			23.8			(1.7)		(7)
Total revenues and sales			391.1			410.1			(19.0)		(5)			1,209.2			1,236.6			(27.4)		(2)
Costs and expenses(b)			159.7			166.1			(6.4)		(4)			474.2			474.1			0.1		—
Direct margin		$	231.4		$	244.0		$	(12.6)		(5)		$	735.0		$	762.5		$	(27.5)		(4)

(a)

(b)

Decrease in the three-month period ended September 30, 2024 was primarily due to decreases in sales and marketing costs, consistent with the declines in consumer and small business revenue.

Enterprise

The following table reflects the Enterprise segment results of operations in the three and nine months ended September 30, 2024 compared to the same periods a year ago:

	Three Months Ended September 30,						Increase (Decrease)					Nine Months Ended September 30,						Increase (Decrease)
(Millions)	2024			2023			Amount			%		2024			2023			Amount			%
Revenues and sales:
Service revenues:
Strategic and Advanced IP(a)		$	276.5		$	302.5		$	(26.0)		(9)		$	865.3		$	902.2		$	(36.9)		(4)
TDM/Other(a)			34.8			76.7			(41.9)		(55)			114.9			253.4			(138.5)		(55)
End user surcharges			13.0			14.3			(1.3)		(9)			41.5			44.7			(3.2)		(7)
Total service revenues			324.3			393.5			(69.2)		(18)			1,021.7			1,200.3			(178.6)		(15)
Product sales			0.4			1.3			(0.9)		(69)			1.2			2.0			(0.8)		(40)
Total revenues and sales			324.7			394.8			(70.1)		(18)			1,022.9			1,202.3			(179.4)		(15)
Costs and expenses(b)			138.4			175.9			(37.5)		(21)			442.3			546.9			(104.6)		(19)
Direct margin		$	186.3		$	218.9		$	(32.6)		(15)		$	580.6		$	655.4		$	(74.8)		(11)

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(a)

Decreases were primarily due to higher customer churn for legacy services, including within the strategic and Advanced IP portfolio, as we continue to transition customers off of TDM-related services. As a result, service revenues reflect reductions in traditional voice, long-distance and data and integrated services, as well as declines in switched access revenues and long-distance usage.

(b)

Decreases were consistent with the overall reduction in service revenues primarily attributable to customer churn and the corresponding reductions in customer access and federal USF expenses, and reduced labor costs due to workforce reductions.

Wholesale

The following table reflects the Wholesale segment results of operations in the three and nine months ended September 30, 2024 compared to the same periods a year ago:

	Three Months Ended September 30,						Increase (Decrease)					Nine Months Ended September 30,						Increase (Decrease)
(Millions)	2024			2023			Amount			%		2024			2023			Amount			%
Revenues and sales:
Service revenues(a)		$	194.3		$	194.9		$	(0.6)		—		$	586.6		$	577.1		$	9.5		2
Fiber sales(b)			6.2			2.2			4.0		182			24.5			4.2			20.3		*
Total revenues and sales			200.5			197.1			3.4		2			611.1			581.3			29.8		5
Costs and expenses(c)			23.2			20.8			2.4		12			74.1			63.4			10.7		17
Direct margin		$	177.3		$	176.3		$	1.0		1		$	537.0		$	517.9		$	19.1		4

(a)

(b)

In 2024, the Company entered into indefeasible right of use (“IRU”) arrangements that met the criteria for sales-type lease classification. Accordingly, during the three and nine-month periods ended September 30, 2024, the Company recognized sales revenue of $6.2 million and $24.5 million, cost of sales of $2.3 million and $9.9 million and gross profit of $3.9 million and $14.6 million related to these IRU arrangements, respectively.

(c)

Increase in the nine-month period ended September 30, 2024 primarily reflects the incremental cost of sales related to the IRU agreements discussed in note (b) above.

Comparison of the years ended December 31, 2023, 2022 and 2021

The following table reflects our consolidated operating results for the years ended December 31:

										2023 to 2022					2022 to 2021
	Year Ended December 31,									Increase (Decrease)					Increase (Decrease)
(Millions)	2023			2022			2021			Amount			%		Amount			%
Revenues and sales:
Service revenues		$	3,948.0		$	4,183.8		$	4,355.8		$	(235.8)		(6)		$	(172.0)		(4)
Sales revenues			38.7			45.1			63.1			(6.4)		(14)			(18.0)		(29)
Total revenues and sales			3,986.7			4,228.9			4,418.9			(242.2)		(6)			(190.0)		(4)
Costs and expenses:
Cost of services			2,457.9			2,653.1			2,749.6			(195.2)		(7)			(96.5)		(4)
Cost of sales			40.4			47.8			58.6			(7.4)		(15)			(10.8)		(18)
Selling, general and administrative			747.2			747.9			667.0			(0.7)		—			80.9		12

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										2023 to 2022					2022 to 2021
	Year Ended December 31,									Increase (Decrease)					Increase (Decrease)
(Millions)	2023			2022			2021			Amount			%		Amount			%
Depreciation and amortization			790.8			801.4			751.5			(10.6)		(1)			49.9		7
Net (gain) loss on asset retirements and dispositions(a)			(1.8)			51.1			35.6			(52.9)		(104)			15.5		44
Total costs and expenses			4,034.5			4,301.3			4,262.3			(266.8)		(6)			39.0		1
Operating loss			(47.8)			(72.4)			156.6			(24.6)		(34)			(229.0)		(146)
Other (expense) income, net(b)			(13.8)			(21.9)			47.9			(8.1)		(37)			(69.8)		(146)
Net gain on early extinguishment of debt(c)			—			—			10.2			—		*			(10.2)		(100)
Interest expense			(209.6)			(185.4)			(175.8)			24.2		13			9.6		5
(Loss) income before income taxes			(271.2)			(279.7)			38.9			(8.5)		(3)			(318.6)		*
Income tax benefit (expense)			61.4			62.0			(21.5)			(0.6)		(1)			(83.5)		*
Net (loss) income		$	(209.8)		$	(217.7)		$	17.4		$	(7.9)		(4)		$	(235.1)		*

(a)

See corresponding section of Note 2 to our audited consolidated financial statements included elsewhere in this proxy statement/prospectus for information related to the net (gain) loss on asset retirements and dispositions recorded in each period.

(b)

Other (expense) income, net in each period primarily consists of the non-operating components of pension expense (income). See Note 12 to our audited consolidated financial statements included elsewhere in this proxy statement/prospectus for additional information.

(c)

See corresponding section of Note 4 to our audited consolidated financial statements included elsewhere in this proxy statement/prospectus for information related to gain on early extinguishment of debt recorded in 2021.

Service Revenues

The following table reflects the primary drivers of the year-over-year changes in annual service revenues:

	2023 to 2022			2022 to 2021
(Millions)	Increase (Decrease) Amount			Increase (Decrease) Amount
Increases in Wholesale service revenues(a)		$	50.3		$	55.0
Increases in Kinetic consumer service revenues(b)			41.3			26.8
Decreases in Kinetic business service revenues			(8.7)			(10.2)
Decreases in Kinetic regulatory and other service revenues(c)			(37.4)			(73.0)
Decreases in Enterprise service revenues(d)			(281.3)			(170.6)
Net decreases in service revenues		$	(235.8)		$	(172.0)

(a)

Increases in 2023 and 2022 were due to higher demand from content providers for network services, continued growth in Wave and Ethernet services, and the effect of price increases for transport services.

(b)

Increase in 2023 reflects growth in broadband bundle revenues of $47.4 million due to growth in fiber broadband customers, partially offset by a decline in DSL customers. The increase was partially offset by a reduction in voice and other revenues of $6.1 million, primarily due to lower demand for consumer voice-only services and the shutdown of the Kinetic TV consumer business in April 2022. Increase in 2022 reflected growth in high-speed internet bundle revenues of $42.4 million primarily attributable to growth in net broadband customers, partially offset by a decrease of $15.4 million in voice and other

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revenues primarily due to lower demand for consumer voice-only services and the shutdown of the remaining Kinetic TV consumer business.

(c)

Decrease in 2023 was primarily due to a reduction of $37.6 million in Texas state USF support. In 2022, Texas state USF support included $53.7 million of arrearages recognized for the period November 2020 to July 2022 payable to the Company pursuant to a December 20, 2022 settlement agreement with the Texas Public Utility Commission (“PUC”). Excluding the effect of the arrearages, Texas state USF support increased $16.1 million year-over-year as a result of an increase in the Texas USF assessment factor effective August 1, 2022, which allowed the Texas PUC to resume fully paying its monthly funding obligations beginning in October 2022. Decrease in 2022 was primarily due to the transition from CAF Phase II to RDOF funding effective January 1, 2022, resulting in a net decrease in Kinetic service revenues of $123.5 million in 2022. The decrease was partially offset by an increase in state USF support of $61.3 million in 2022, which included $53.7 million of arrearages recognized pursuant to the aforementioned settlement agreement with the Texas PUC discussed above. See Notes 8 and 16 to our audited consolidated financial statements included elsewhere in this proxy statement/prospectus for additional information related to Texas USF support and the related settlement agreement.

(d)

Decreases in 2023 and 2022 were primarily due to higher customer churn for legacy services as we continue to transition customers off of TDM-related services. As a result, service revenues reflect reductions in traditional voice, long-distance and data and integrated services.

Sales Revenues

Sales revenues include sales of various types of communications equipment and products to customers including selling network equipment to contractors on a wholesale basis. Enterprise product sales include high-end data and communications equipment which facilitate the delivery of advanced data and voice services to enterprise customers. Consumer product sales include home networking equipment, computers and phones. Sales revenues also include amounts recognized from sales-type leases for fiber where control of the fiber has transferred to the customer. Fiber sales totaled $5.1 million in 2023, $1.7 million in 2022 and $10.0 million in 2021.

The following table reflects the primary drivers of the year-over-year changes in annual sales revenues:

	2023 to 2022			2022 to 2021
(Millions)	Increase (Decrease) Amount			Increase (Decrease) Amount
Changes in Wholesale fiber sales		$	3.4		$	(8.3)
Decreases in Enterprise product sales(a)			(0.9)			(3.5)
Decreases in Kinetic consumer and contractor product sales(b)			(8.9)			(6.2)
Net decreases in sales revenue		$	(6.4)		$	(18.0)

(a)

Decrease in 2022 primarily due to lower equipment sales as the Company focuses on delivering cloud-based services.

(b)

Decreases in 2023 and 2022 primarily reflect lower contractor sales due to our initiatives to utilize the Company’s internal fiber construction team and to reduce reliance on outside contractors in completing our fiber investment program.

Cost of Services

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The following table reflects the primary drivers of the year-over-year changes in annual cost of services:

	2023 to 2022			2022 to 2021
(Millions)	Increase (Decrease) Amount			Increase (Decrease) Amount
Increases in straight-line rent expense attributable to master lease with Uniti(a)		$	19.7		$	16.9
Decreases in federal USF expense(b)			(9.5)			(34.7)
Changes in business taxes(c)			(11.3)			0.3
Changes in network and other operations(d)			(44.4)			5.0
Decreases in interconnection expense(e)			(149.7)			(84.0)
Net decreases in cost of services		$	(195.2)		$	(96.5)

(a)

Increases reflect additional rent related to growth capital improvements (“GCIs”) funded by Uniti. Under provisions of the Windstream Leases, on the one-year anniversary of any GCIs funded by Uniti, the annual base rent payable by Windstream increases by an amount equal to 8.0 percent of the funding amount, subject to an annual escalator of 0.5 percent.

(b)

Decreases reflect the overall declines in service revenues in 2023 and 2022, as well as annual reductions in the federal USF rate effective in the third quarter of each year.

(c)

Decrease in 2023 reflects the overall year-over-year decline in service revenues.

(d)

Decrease in 2023 was attributable to lower Enterprise network operations of $27.2 million primarily attributable to a reduction in salary expense resulting from workforce reductions completed in 2022, These expenses also reflected lower Kinetic operations costs of $10.2 million primarily due to the absence of certain start-up costs in 2023. The Company had incurred start-up costs associated with our internal fiber construction program of $10.6 million during 2022, primarily consisting of incremental wages in expanding our workforce. Kinetic operations costs also reflected a reduction in content licensing fees of $4.0 million attributable to the shutdown of the Kinetic TV consumer business in April 2022. These decreases were partially offset by higher employee severance costs due to additional workforce reductions completed during 2023.

(e)

Decreases in interconnection expense were attributable to cost improvements from the continuation of network efficiency projects, increased legacy customer churn, and lower long-distance usage.

Cost of Sales

Cost of sales represents the associated cost of equipment and fiber sales to customers. The following table reflects the primary drivers of the year-over-year changes in annual cost of sales:

	2023 to 2022			2022 to 2021
(Millions)	Increase (Decrease) Amount			Increase (Decrease) Amount
Changes in fiber sales		$	1.6		$	(1.0)
Decreases in sales to consumers and contractors			(9.0)			(9.8)
Net decreases in cost of sales		$	(7.4)		$	(10.8)

The net decreases in cost of sales were consistent with the net decreases in sales revenues.

Selling, General and Administrative (“SG&A”)

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expenses include salaries, wages and employee benefits not directly associated with the provisioning of services to our customers.

The following table reflects the primary drivers of the year-over-year changes in annual SG&A expenses:

	2023 to 2022			2022 to 2021
(Millions)	Increase (Decrease) Amount			Increase (Decrease) Amount
Increases in amortization of deferred contract acquisition costs(a)		$	16.9		$	17.9
Increases in other costs(b)			7.7			20.2
Increases in equity-based compensation			5.0			1.4
Increases in provision for estimated credit losses(c)			4.8			21.9
Increases in sales and marketing(d)			4.5			8.0
Changes in compensation and other benefits(e)			(39.6)			11.5
Net changes in SG&A		$	(0.7)		$	80.9

(a)

Increases reflect the amortization of deferred contract acquisition costs in excess of the amount deferred in each year for new customer contract additions.

(b)

Increases were primarily attributable to employee severance, lease termination costs, professional and consulting fees and other miscellaneous expenses incurred in completing certain cost optimization projects.

(c)

Increase in 2022 reflects higher write-offs attributable to increased customer churn for legacy services and an incremental increase in the number of non-pay residential customer disconnects driven, in part, by our fourth quarter 2022 action to reduce collection timelines for past due accounts. Conversely, bad debt expense in 2021 was favorably impacted by a reduction in the number of non-pay residential customer disconnects, primarily attributable to the effects of federal stimulus programs that ceased at the end of 2021.

(d)

Increases were primarily attributable to higher advertising costs consistent with the growth in fiber broadband customers and Enterprise strategic revenues previously discussed.

(e)

Decrease in 2023 was primarily attributable to lower salary and wages consistent with the workforce reductions completed in both 2023 and 2022 and a decrease in channel partner commissions costs consistent with the overall decline in Enterprise service revenues. Increase in 2022 was primarily attributable to higher salary and commissions costs consistent with the hiring of additional sales employees to support the growth in fiber broadband customers previously discussed.

Depreciation and Amortization

Depreciation and amortization expense includes the depreciation of property, plant and equipment and the amortization of intangible assets.

The following table reflects the primary drivers of the year-over-year changes in annual depreciation and amortization expense:

	2023 to 2022			2022 to 2021
(Millions)	Increase (Decrease) Amount			Increase (Decrease) Amount
Increases in depreciation expense(a)		$	26.8		$	87.4
Decreases in amortization expense(b)			(37.4)			(37.5)
Net changes in depreciation and amortization		$	(10.6)		$	49.9

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(a)

Increases were primarily due to incremental depreciation related to new additions of property, plant and equipment.

(b)

Operating Loss

During 2023 and 2022, the Company incurred operating losses of $47.8 million and $72.4 million, respectively, compared to operating income of $156.6 million in 2021. The operating loss in 2023 primarily reflected the overall decline in service revenues previously discussed, partially offset by lower interconnections costs attributable to rate reductions and cost improvements from the continuation of network efficiency projects, and lower salary and wages due to workforce reductions completed in both 2023 and 2022. The operating loss in 2022 primarily reflected the transition from CAF Phase II to RDOF funding effective January 1, 2022, reductions in traditional voice, switched access, long-distance and data and integrated services as well as increases in depreciation and amortization expense and SG&A expenses and net losses on asset retirements and dispositions. The adverse effects to operating results for 2022 attributable to these items were partially offset by growth in Kinetic consumer revenues, state USF support, Wholesale revenues and lower interconnections costs attributable to rate reductions and cost improvements from the continuation of network efficiency projects.

Interest Expense

Set forth below is a summary of interest expense for the years ended December 31:

(Millions)	2023			2022			2021
Interest expense – long-term debt		$	234.6		$	186.3		$	171.0
Interest expense – finance leases and other			10.3			10.3			10.3
Effects of interest rate swaps			(19.2)			(4.6)			0.4
Less capitalized interest expense			(16.1)			(6.6)			(5.9)
Total interest expense		$	209.6		$	185.4		$	175.8

As presented in the table above, interest expense increased $24.2 million, or 13 percent in 2023 compared to 2022 and increased $9.6 million, or 5 percent in 2022 compared to 2021. The increase in 2023 was primarily driven by higher interest rates applicable to incremental borrowings under the senior secured revolving credit facility, higher interest rates related to the Term Loan, and increased interest expense associated with the issuance of the $250.0 million super senior incremental term loan in November 2022 (“Incremental Term Loan”) attributable to the debt being outstanding for a full year in 2023 compared to only approximately two months in 2022. The increase in interest expense in 2022 was primarily driven by incremental borrowing under the senior secured revolving credit facility and the issuance of a new $250.0 million Incremental Term Loan. See Notes 4 and 5 to our audited consolidated financial statements included elsewhere in this proxy statement/prospectus for additional information related to our long-term debt obligations and interest rate swaps.

Income Taxes

The Company recognized an income tax benefit of $61.4 million in 2023, as compared to an income tax benefit of $62.0 million for 2022. The income tax benefit recorded in 2023 and 2022 reflected the loss before taxes in each period. Our effective tax rate was 22.6 percent for 2023, as compared to 22.2 percent in 2022.

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BUSINESS SEGMENT OPERATING RESULTS

Kinetic

A summary of Kinetic broadband customers was as follows as of December 31:

							2023 to 2022				2022 to 2021
							Increase (Decrease)				Increase (Decrease)
(Thousands)	2023		2022		2021		Amount		%		Amount		%
Fiber consumer broadband customers		383.2		287.2		163.2		96.0		33		124.0		76
DSL consumer broadband customers		752.4		878.5		1,000.2		(126.1)		(14)		(121.7)		(12)
Total consumer broadband customers		1,135.6		1,165.7		1,163.4		(30.1)		(3)		2.3		—

We expect continued growth in our fiber broadband customer base while experiencing declines in DSL customers, primarily in lower speed areas, from the effects of competition and our existing DSL customers transitioning to our fiber-based broadband services. Our ability to deliver faster internet speeds across our footprint should drive gains in market share and corresponding growth in consumer and small business revenues.

The following table reflects the Kinetic segment results of operations for the years ended December 31:

										2023 to 2022					2022 to 2021
										Increase (Decrease)					Increase (Decrease)
(Millions)	2023			2022			2021			Amount			%		Amount			%
Revenues and sales:
Service revenues:
Broadband bundles		$	1,207.6		$	1,160.2		$	1,117.8		$	47.4		4		$	42.4		4
Voice and other			70.5			76.6			92.2			(6.1)		(8)			(15.6)		(17)
Total consumer(a)			1,278.1			1,236.8			1,210.0			41.3		3			26.8		2
Small business(b)			168.2			176.9			187.1			(8.7)		(5)			(10.2)		(5)
RDOF funding/CAF Phase II(c)			52.4			51.8			175.3			0.6		1			(123.5)		(70)
State USF(d)			62.5			100.2			38.9			(37.7)		(38)			61.3		158
End user surcharges(e)			58.3			58.6			69.4			(0.3)		(1)			(10.8)		(16)
Total service revenues			1,619.5			1,624.3			1,680.7			(4.8)		—			(56.4)		(3)
Product sales(f)			30.2			39.1			45.3			(8.9)		(23)			(6.2)		(14)
Total revenues and sales			1,649.7			1,663.4			1,726.0			(13.7)		(1)			(62.6)		(4)
Costs and expenses(g)			627.6			631.7			604.0			(4.1)		(1)			27.7		5
Direct margin		$	1,022.1		$	1,031.7		$	1,122.0		$	(9.6)		(1)		$	(90.3)		(8)

(a)

Increases in 2023 and 2022 reflect growth in broadband bundle revenues due to growth in fiber broadband customers, partially offset by declines in DSL customers and reductions in voice and other revenues, primarily due to lower demand for consumer voice-only services and the shutdown of the Kinetic TV consumer business in April 2022.

(b)

Decreases in 2023 and 2022 were primarily due to reductions in customers attributable to the effects of competition.

(c)

Decrease in 2022 was primarily due to the transition from CAF Phase II to RDOF funding effective January 1, 2022, resulting in a net decrease in Kinetic service revenues of $123.5 million, when compared to 2021.

(d)

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agreement with the Texas PUC. In addition to the effect of the arrearages, Texas state USF support increased $16.1 million in 2022 as a result of an increase in the Texas USF assessment factor effective August 1, 2022, which allowed the Texas PUC to resume fully paying its monthly funding obligations beginning in October 2022. See Notes 8 and 16 to our audited consolidated financial statements included elsewhere in this proxy statement/prospectus for additional information related to Texas USF support and the related settlement agreement.

(e)

Decrease in 2022 primarily reflects the overall decline in service revenues and an annual reduction in the federal USF rate.

(f)

(g)

Increase in 2022 reflected higher labor costs attributable to internalizing our broadband construction operations beginning in late 2021, increased advertising costs consistent with the growth in fiber broadband customers and an increase in the provision for estimated credit losses, reflecting higher write-offs due to an incremental increase in the number of non-pay residential customer disconnects.

Enterprise

The following table reflects the Enterprise segment results of operations for the years ended December 31:

										2023 to 2022					2022 to 2021
										Increase (Decrease)					Increase (Decrease)
(Millions)	2023			2022			2021			Amount			%		Amount			%
Revenues and sales:
Service revenues:
Strategic and Advanced IP(a)		$	1,198.2		$	1,198.7		$	1,225.5		$	(0.5)		—		$	(26.8)		(2)
TDM/Other(b)			303.2			568.6			686.1			(265.4)		(47)			(117.5)		(17)
End user surcharges(c)			60.4			75.8			102.1			(15.4)		(20)			(26.3)		(26)
Total service revenues			1,561.8			1,843.1			2,013.7			(281.3)		(15)			(170.6)		(8)
Product sales(d)			3.4			4.3			7.8			(0.9)		(21)			(3.5)		(45)
Total revenues and sales			1,565.2			1,847.4			2,021.5			(282.2)		(15)			(174.1)		(9)
Costs and expenses(e)			710.9			838.9			897.8			(128.0)		(15)			(58.9)		(7)
Direct margin		$	854.3		$	1,008.5		$	1,123.7		$	(154.2)		(15)		$	(115.2)		(10)

(a)

Decrease in 2022 was primarily attributable to customer churn, partially offset by growth in SASE and OfficeSuite UC® products and services.

(b)

Decreases in 2023 and 2022 were primarily due to higher customer churn for legacy services as we continue to transition customers off of TDM-related services. As a result, these revenues reflect reductions in traditional voice and long-distance usage.

(c)

Decreases in 2023 and 2022 were primarily due to the overall reductions in service revenues each year.

(d)

Decrease in 2022 primarily due to lower equipment sales as the Company focuses on delivering cloud-based services.

(e)

Decreases in 2023 and 2022 were consistent with the overall reductions in service revenues primarily attributable to customer churn and the corresponding reductions in customer access and federal USF expenses, and reduced labor costs due to workforce reductions. These decreases were partially offset by increases in the provision for estimated credit losses, reflecting higher write-offs attributable to increased customer churn for legacy TDM services, and increases in the amortization of deferred contract acquisition and fulfillment costs, resulting from the annual amount amortized exceeding the annual amount deferred for new customer contract additions. Costs and expenses in 2022 also reflected increased advertising costs related to the Company’s initiatives to grow Enterprise strategic revenues.

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Wholesale

The following table reflects the Wholesale segment results of operations as of December 31:

										2023 to 2022					2022 to 2021
										Increase (Decrease)					Increase (Decrease)
(Millions)	2023			2022			2021			Amount			%		Amount			%
Revenues and sales:
Service revenues(a)		$	766.7		$	716.4		$	661.4		$	50.3		7		$	55.0		8
Fiber sales			5.1			1.7			10.0			3.4		200			(8.3)		(83)
Total revenues and sales			771.8			718.1			671.4			53.7		7			46.7		7
Costs and expenses(b)			83.0			91.8			92.3			(8.8)		(10)			(0.5)		(1)
Direct margin		$	688.8		$	626.3		$	579.1		$	62.5		10		$	47.2		8

(a)

(b)

Decrease in 2023 primarily reflected a reduction in customer access costs attributable to cost improvements from network efficiency projects and lower long-distance usage.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Capital Resources

Windstream relies largely on operating cash flows and long-term debt to provide for its liquidity requirements. As of September 30, 2024, the Company had a working capital deficit primarily due to timing differences in the recognition of its annual operating lease obligations and required monthly payments under the Windstream Leases. The working capital deficit is measured at a point in time and is not indicative of the Company’s ability to manage cash and meet its current obligations as they become due. The Company generated strong operating cash flows in the nine months ended September 30, 2024 and the year ended December 31, 2023, and utilized its available borrowing capacity under its revolving credit facility to fund any short-term cash shortfalls and then repaid those borrowings in periods in which cash inflows exceeded cash outflows. As of September 30, 2024, there were no borrowings outstanding under the revolving credit facility. Accordingly, the Company had access to and available borrowing capacity under its senior secured revolving credit facility of $341.1 million as of September 30, 2024. Management has assessed the current and expected business climate, the Company’s current and expected needs for funds and its current and expected sources of funds, and has determined, based on Windstream’s forecasted financial results and financial condition as of September 30, 2024, that cash on hand and cash expected to be generated from operating activities, will be sufficient to fund the Company’s ongoing working capital requirements, planned capital expenditures, scheduled debt principal and interest payments, and lease payments due under the Windstream Leases with Uniti for at least the next twelve months from the issuance of the unaudited condensed consolidated financial statements included elsewhere in this proxy statement/prospectus. The Company intends to continue utilizing the available capacity under its revolving credit facility to fund its short-term liquidity needs as they arise. As discussed in Note 17 to our annual audited consolidated financial statements included elsewhere in this proxy statement/prospectus, on March 28, 2024, the Company completed the sale of certain of its unused IPv4 addresses for $104.3 million and received $103.5 million in cash, net of broker fees.

In November 2022, in conjunction with the issuance of the new $250.0 million Incremental Term Loan, the Company repaid all borrowings outstanding under the senior secured revolving credit facility and extended its maturity to January 23, 2027. Under the Windstream Leases, the Company will receive from Uniti up to $1.75 billion in cash to fund capital improvements to its network and Uniti also will pay Windstream $400.0 million in quarterly cash installments over a five-year period ending in 2025, at an annual interest rate of 9.0 percent, which amount may be fully paid after one year, resulting in total cash payments to be received from Uniti ranging from $438 – $485 million over the five-year period. During the first nine months of 2024, the Company received from Uniti quarterly cash installment payments totaling

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$73.5 million. Through September 30, 2024, the Company has received $1,025.0 million in cash from Uniti to fund capital improvements and $386.9 million in cash settlement payments. As discussed in Note 17 to our annual audited consolidated financial statements included elsewhere in this proxy statement/prospectus, in October 2024, the Company received from Uniti the fourth quarterly cash installment payment of $24.5 million payable in 2024. Windstream expects total capital expenditures to be approximately $930.0 million in 2024, of which approximately $230.0 million will be funded by Uniti.

As further discussed in the sections entitled “Summary of the Proxy Statement/Prospectus — Consent Solicitation/Windstream 2028 Notes Indenture Amendments,” “Description of New Uniti Indebtedness — Legacy Windstream Indebtedness — Windstream Senior First Lien 2028 Notes,” and “Unaudited Pro Forma Condensed Combined Financial Information — Windstream Refinancing Transactions,” in September 2024, Windstream successfully completed the Consent Solicitation, pursuant to which Windstream received the requisite consents from the holders of the Windstream 2028 Notes to amend the Windstream 2028 Notes Indenture to implement the Windstream 2028 Notes Indenture Amendments that permit Uniti and Windstream to consolidate their debt into a single silo. In October and December 2024, Windstream completed the Windstream Refinancing Transactions, which included the issuance of the Windstream 2031 Notes and Windstream 2024 Term Loan, both of which mature in 2031. Net proceeds from the Windstream Refinancing Transactions were used to fully repay borrowings outstanding under the Windstream Credit Agreement consisting of the Term Loan and Incremental Term Loan both due in 2027 and to fund the redemption in full of the Windstream 2028 Notes, thus improving Windstream’s debt maturity profile, as well as adding additional liquidity of over $300.0 million.

From time to time, including in the near term, Windstream may seek to opportunistically refinance or extend maturity dates of existing indebtedness through, but not limited to, tender offers, exchange offers, redemptions, open market purchases, privately negotiated purchases and new issuances.

Historical Cash Flows

The following table summarizes our cash flow activities for the periods presented:

	Nine Months Ended September 30,						Years Ended December 31,
(Millions)	2024			2023			2023			2022			2021
Cash flows provided from (used in):
Operating activities		$	364.7		$	531.2		$	762.4		$	495.9		$	863.6
Investing activities			(366.1)			(604.4)			(808.0)			(878.7)			(700.2)
Financing activities			(11.3)			(14.2)			(22.1)			209.9			(19.8)
Net (decreases) increases in cash, cash equivalents and restricted cash		$	(12.7)		$	(87.4)		$	(67.7)		$	(172.9)		$	143.6

Our cash position decreased $12.7 million and $87.4 million in the nine-month periods ended September 30, 2024 and 2023, respectively. Cash inflows in 2024 were primarily from operating activities, funding received from Uniti under the Windstream Leases and borrowings under the senior secured revolving credit facility. These inflows were offset by cash outflows for capital expenditures, repayments of debt and payments under our finance lease obligations.

Our cash position decreased $67.7 million in 2023 and $172.9 million in 2022. Cash inflows in 2023 and 2022 were primarily from operating activities, funding received from Uniti under the Windstream Leases and borrowings under the senior secured revolving credit facility. These inflows were partially offset by cash outflows for capital expenditures, repayments of debt and payments under our finance lease obligations. Cash inflows in 2022 also included proceeds from the issuance of the new Incremental Term Loan.

Cash Flows — Operating Activities

Cash provided from operations is our primary source of funds. Cash flows provided from operating activities decreased $166.5 million in the nine-month period ended September 30, 2024, as compared to the

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same period in 2023, primarily due to net unfavorable working capital changes, principally consisting of timing differences in the payment of trade accounts payable. Cash flows provided from operating activities increased from $495.9 million in 2022 to $762.4 million in 2023, primarily due to net favorable changes in working capital, including the receipt of $38.3 million in arrearages and interest owed from the Texas USF, and timing differences in the payment of trade accounts payable. In addition, cash outlays for inventory purchases decreased $140.9 million in 2023 compared to 2022, as operating cash flows in 2022 included incremental outlays of $91.4 million for inventory purchases to mitigate extended lead times and supply chain shortages and to facilitate our initiatives to accelerate broadband expansion and to internalize our construction operations. Cash flows from operations in 2023 also included the receipt of $98.0 million in cash settlement payments from Uniti, while cash flows from operations in 2022 reflected the absence of any settlement payments from Uniti as a result of Uniti prepaying all amounts payable to Windstream in 2022 during the fourth quarter of 2021.

Cash flows provided from operating activities decreased from $863.6 million in 2021 to $495.9 million in 2022, primarily due to the year-over-year decline in operating income, the absence of any settlement payments from Uniti and incremental outflows for inventory purchases noted above, as well as, unfavorable timing differences in the collection of trade accounts receivable. Due to Uniti’s prepayment of amounts due in 2022, cash flows from operations in 2021 included $190.9 million of settlement payments received in 2021.

The Company utilized net operating loss carryforwards and other income tax initiatives to lower its cash income tax obligations during 2023. The Company expects to remain a minimal cash taxpayer for the foreseeable future.

Cash Flows — Investing Activities

Cash used in investing activities primarily consists of capital expenditures to upgrade and expand the speed capabilities of network facilities used to service customers. Cash flows used in investing activities decreased $238.3 million in the nine-month period ended September 30, 2024, as compared to the same period in 2023. Cash outlays for capital expenditures for the nine-month period ended September 30, 2024 totaled $664.6 million and were partially offset by funding received from Uniti of $230.8 million to pay for certain growth capital improvements under the Windstream Leases. Cash inflows also included $34.3 million in grant funds received from various state programs to fund capital expenditures to expand the availability and affordability of residential broadband service. Cash outlays for capital expenditures funded by government grants totaled $82.8 million in 2024. As previously discussed, cash flows from investing activities included the receipt of $103.5 million in cash from the sale of certain unused IPv4 addresses completed in March 2024. The Company also received $9.2 million in cash from the liquidation of a non-marketable investment. In December 2023, in conjunction with a merger transaction, the Company was notified that its investment in certain non-marketable securities issued by the acquiree was to be liquidated and payable in cash to Windstream in January of 2024. Comparatively, capital expenditures were $821.4 million for the nine-month period ended September 30, 2023, and were partially offset by funding received from Uniti of $233.5 million. Cash inflows in 2023 also included $14.5 million in grant funds received from various state programs to fund capital expenditures to expand the availability and affordability of residential broadband service. Cash outlays for capital expenditures funded by government grants totaled $43.5 million in 2023.

Cash flows used in investing activities were $808.0 million in 2023, reflecting cash outlays for capital expenditures of $1,058.4 million, partially offset by funding received from Uniti of $250.0 million to pay for certain capital improvements under the Windstream Leases. Cash inflows in 2023 also included $49.5 million in grant funds received from various state programs to fund capital expenditures to expand the availability and affordability of residential broadband service. Cash outlays for capital expenditures funded by government grants totaled $67.9 million in 2023. Comparatively, cash flows used in investing activities were $878.7 million in 2022, reflecting cash outlays for capital expenditures of $1,080.8 million, partially offset by funding received from Uniti of $238.0 million to pay for certain capital improvements under the Windstream Leases. Cash inflows in 2022 also included $10.1 million in grant funds received from various state programs to fund capital expenditures to expand the availability and affordability of residential broadband service. Cash flows used in investing activities were $700.2 million in 2021, reflecting cash outlays for capital expenditures of $962.8 million, partially offset by funding received from Uniti of $221.5 million to pay for certain capital

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improvements under the Windstream Leases. Cash inflows in 2021 also included $50.9 million in grant funds received from various state programs to fund capital expenditures to expand the availability and affordability of residential high-speed internet service. This funding primarily consisted of $46.3 million received from the Arkansas Rural Connect (“ARC”) Broadband Program. Cash outlays for capital expenditures funded by government grants totaled $11.5 million in the successor period of 2021. The Company intends to fully utilize all government grant funding received for capital expenditures directed toward expanding its broadband service.

Cash Flows — Financing Activities

Cash used in financing activities totaled $11.3 million in the nine-month period ended September 30, 2024. During the first nine months of 2024, proceeds from the issuance of debt consisted of new borrowings of $222.0 million under the senior secured revolving credit facility, all of which were repaid as of September 30, 2024. In addition to the repayments of all current year borrowings under the senior secured revolving credit agreement, repayments of debt also included $5.6 million in scheduled principal payments on the Term Loan. Principal payments related to finance leases totaled $6.4 million in the first nine months of 2024. Comparatively, cash provided from financing activities totaled $14.2 million in the nine-month period ended September 30, 2023. During the first nine months of 2023, proceeds from the issuance of debt consisted of new borrowings of $370.0 million under the senior secured revolving credit facility, all of which were repaid through September 30, 2023. In addition, repayments of debt in the nine-month period ended September 2023 also included $5.7 million in scheduled principal payments on the Term Loan. Principal payments related to finance leases totaled $8.1 million in the first nine months of 2023.

Cash used in financing activities was $22.1 million in 2023. Proceeds from the issuance of debt consisted of new borrowings of $520.0 million under the senior secured revolving credit facility, all of which were repaid as of December 31, 2023. In addition to the repayments of all current year borrowings under the senior secured revolving credit agreement, repayments of debt also included $7.5 million in scheduled principal payments on the Term Loan. Principal payments related to finance leases totaled $10.2 million in 2023. Comparatively, cash provided from financing activities was $209.9 million in 2022. Proceeds from the issuance of debt in 2022 consisted of the new $250.0 million Incremental Term Loan issued at a discount of $12.5 million and new borrowings of $405.0 million under the senior secured revolving credit facility. Repayments of debt in 2022 consisted of the repayment of all $405.0 million of new borrowings outstanding under the senior secured revolving credit facility and $7.5 million in scheduled principal payments on the Term Loan. Principal payments related to finance leases were $10.3 million in 2022. Debt issuance costs paid in 2022 associated with the new Incremental Term Loan and extension of the senior secured revolving credit facility totaled $6.9 million. Cash used in financing activities was $19.8 million in 2021, primarily reflecting $7.5 million of principal payments on the Term Loan and principal payments related to finance leases of $10.6 million.

Pension and Employee Savings Plan Contributions

The Company maintains a non-contributory qualified defined benefit pension plan. Future benefit accruals for all eligible non-bargaining employees covered by the plan have ceased. The Company’s annual minimum funding requirements to the pension plan for the 2024 plan year totaled $15.3 million and intends to fund the contributions using cash. On April 15, 2024, the Company made in cash its required quarterly employer contribution of $5.1 million and on June 3, 2024, the Company made in cash its remaining required employer contributions of $10.2 million to satisfy its 2024 minimum funding requirements. Incremental to its required minimum funding contributions, the Company also made voluntary cash contributions to the pension plan of $7.0 million on April 15, 2024 and $28.0 million on November 18, 2024. The total amount of the 2024 contributions, and amount and timing of future contributions to the pension plan are dependent upon a myriad of factors including future investment performance, changes in future discount rates and changes in the demographics of the population participating in the plan.

The Company also sponsors an employee savings plan under section 401(k) of the Internal Revenue Code. The plan covers substantially all salaried employees and certain bargaining unit employees. Participating employees receive employer matching contributions up to a maximum of 4 percent of employee pre-tax contributions to the plan for employees contributing up to 5 percent of their eligible pre-tax compensation.

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The employer matching contribution is calculated and funded in cash to the plan each pay period with an annual true-up to be made as soon as administratively possible after the end of the year.

Contributions to the plan during the first nine months of 2024 were $19.0 million and included the annual 2023 true-up contribution. Comparatively, contributions to the plan during the first nine months of 2023 were $22.6 million and included the annual 2022 true-up contribution. During 2023, contributions to the plan were $27.9 million in cash and included the annual 2022 true-up contribution. In 2022, contributions to the plan were $26.4 million in cash and included the annual 2021 true-up contribution.

Contractual Obligations and Commitments

Set forth below is a summary of our material contractual obligations and commitments as of September 30, 2024:

	Obligations by Period
(Millions)	Less than 1 Year			1 – 3 Years			3 – 5 Years			More than 5 years			Total
Long-term debt including current maturities(a)		$	7.5		$	948.4		$	1,400.0		$	—		$	2,355.9
Interest payments on long-term debt obligations(b)			211.0			404.1			108.5			—			723.6
Leaseback of real estate contributed to pension plan(c)			5.8			11.9			12.4			28.1			58.2
Finance leases(d)			4.8			7.7			7.4			42.9			62.8
Uniti operating leases			672.8			1,512.8			1,544.9			456.5			4,187.0
Other operating leases(e)			89.0			74.5			51.7			44.6			259.8
Purchase obligations(f)			353.6			215.7			70.0			116.9			756.2
Other long-term liabilities and commitments(g)(h)(i)(j)			17.7			164.6			100.6			222.1			505.0
Total contractual obligations and commitments		$	1,362.2		$	3,339.7		$	3,295.5		$	911.1		$	8,908.5

(a)

Excludes unamortized discount of $26.8 million and unamortized debt issuance costs of $2.1 million included in long-term debt as of September 30, 2024.

(b)

Variable rates on the Incremental Term Loan and Term Loan were calculated based on Secured Overnight Financing Rate (“SOFR”), which was 4.845 percent as of September 30, 2024.

(c)

Represents undiscounted future minimum lease payments related to the leaseback of real estate contributed to the Windstream Pension Plan, which exclude the residual value of the obligations at the end of the initial lease terms.

(d)

Finance leases include non-cancellable leases, consisting principally of leases for facilities and equipment.

(e)

Other operating leases include non-cancellable leases, consisting principally of leases for network facilities, real estate, office space and office equipment.

(f)

Purchase obligations include open purchase orders and amounts payable under non-cancellable contracts. The portion attributable to non-cancellable contracts primarily represents agreements for network capacity and software licensing.

(g)

Other long-term liabilities and commitments primarily consist of pension and other postretirement benefit obligations, asset retirement obligations and long-term deferred revenue.

(h)

Excludes $19.3 million in long-term finance lease obligations included above in finance leases. Also excludes $57.8 million included above in leaseback of real estate contributed to pension plan.

(i)

Excludes estimated capital expenditures of approximately $151.0 million that Windstream expects to incur in excess of funding commitments received from governmental agencies to fund the cost of fiber broadband expansion to over 156,000 locations, as previously discussed under “Broadband Grant Awards and Programs.”

(j)

Includes $0.4 million in pension and postretirement benefit obligations that were included in other current liabilities as of September 30, 2024.

See Notes 3 and 4 to our unaudited condensed consolidated financial statements and Notes 4, 5, 9 and 10 to our audited consolidated financial statements included elsewhere in this proxy statement/prospectus for additional information regarding certain of the obligations and commitments listed above.

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As previously discussed, on October 4, 2024, Windstream completed the Windstream Refinancing Transactions, which included the issuance of new debt and the full repayment of certain borrowings that were outstanding as of September 30, 2024. The amounts presented in the table above related to long-term debt and interest payments on long-term debt obligations do not reflect the effects of the Windstream Refinancing Transactions.

Debt Agreements and Covenants

As further discussed in Note 3 to our unaudited condensed consolidated financial statements included elsewhere in this proxy statement/prospectus, the Company’s long-term debt obligations as of September 30, 2024 consisted of borrowings under the amended credit agreement and was comprised of a $250.0 million Incremental Term Loan due February 23, 2027 and a $750.0 million Term Loan due September 21, 2027, as well as $1.4 billion of 7.750 percent senior first lien notes due August 15, 2028 (the “2028 Notes”). The Company’s access to liquidity depends on, among other things, compliance with the terms of the amended credit agreement and indenture governing the 2028 Notes. The terms of the amended credit agreement and indenture for the 2028 Notes include customary covenants that, among other things, require the Company to maintain certain financial ratios, restrict its ability to incur additional indebtedness (thereby potentially constraining its ability to finance operations or capital needs), and restrict its ability to pay dividends. Further, noncompliance with certain financial ratios could result in a default under the amended credit agreement. As of December 31, 2023, 2022 and 2021, and September 30, 2024, the Company was in compliance with all of its debt covenants. See “Description of New Uniti Indebtedness — Legacy Windstream Indebtedness” for more information regarding the material covenants governing Windstream’s legacy indebtedness.

Off-Balance Sheet Arrangements

The Company does not use securitization of trade receivables, affiliation with special purpose entities, variable interest entities or synthetic leases to finance its operations. Additionally, the Company has not entered into any arrangement requiring it to guarantee payment of third-party debt or to fund losses of an unconsolidated special purpose entity.

Broadband Grant Awards and Programs

In November 2021, Windstream received $46.3 million in state grants funded through the federal American Rescue Plan Act of 2021 (“ARPA”) and administered by the ARC Broadband Program for fiber broadband expansion, which will allow us to deliver 1-Gbps internet service to more than 15,100 households and small businesses in rural areas within seven Arkansas counties. Windstream invested $33.8 million of its own capital, bringing the total construction cost to $80.1 million. The Company completed construction and deployment of broadband service to all locations within the project footprints during the first nine months of 2023. In completing the construction projects, the Company utilized all $46.3 million in grant funding received related to this program.

In February 2022, Windstream announced that it will partner with 18 counties across Georgia for fiber broadband expansion, which we believe will allow us to deliver 1-Gbps internet service to more than 70,000 Georgia homes and businesses. Funding for these broadband projects will come from $170.5 million in grants awarded to the counties, funded through ARPA. Windstream will invest $129.9 million of its own capital to complete the projects. Additionally, in January 2023, the Company was awarded grants under the Capital Projects Fund (“CPF”) Grant Program in the State of Georgia for fiber broadband expansion to deliver broadband service speeds of at least 100-Mbps download and upload to approximately 4,500 households across four counties in Georgia. Funding for these broadband projects will come from $34.9 million in grants awarded to the Company and funded through ARPA. Windstream will invest approximately $2.0 million of its own capital to complete the projects. In June 2023, Windstream was awarded $8.5 million through a second round of the CPF Grant Program in the State of Georgia. The Company will invest $11.2 million of its own capital to expand broadband service to an additional 2,200 households across another three counties in Georgia.

In May 2024, Windstream was awarded a grant for $11.9 million from the Commonwealth of Pennsylvania’s Broadband Infrastructure Program, which will allow the Company to deliver 1-Gbps internet service to 2,400 locations in three counties.

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As of September 30, 2024, Windstream has secured $366.0 million in funding commitments from governmental agencies that will help us deliver fiber to over 156,000 locations. In completing these broadband expansion projects, Windstream expects to incur approximately $151.0 million of incremental capital expenditures. The Company will continue to seek out additional opportunities to obtain external funding for the expansion of 1-Gbps internet service across its service areas either from direct grants from governmental programs or through the formation of public private partnerships.

Infrastructure Investment and Jobs Act Broadband Funding

In 2021, Congress passed a bipartisan infrastructure framework (the Infrastructure Investment and Jobs Act or “IIJA”), which includes $65 billion in broadband funding to be allocated by the National Telecommunications and Information Administration (“NTIA”), with $42.45 billion to be distributed through formula-based grants to states for broadband deployment projects in unserved and underserved areas over a five-year time frame pursuant to the BEAD program. The framework also includes $14.2 billion to address affordability challenges, as well as additional funding for middle-mile projects and digital equity programs. In 2023, all states submitted a five-year action plan outlining how they intended to deploy their BEAD applications. Additionally, states also submitted their initial proposals to NTIA, which outlined the process to challenge the classification of locations eligible for BEAD funding (in Volume I) and the competitive process to select providers for BEAD projects (in Volume II). These proposals must be approved by NTIA before any allocated funding is released. All eighteen states in Windstream’s footprint have received approval of their Volume I and Volume II proposals from NTIA.

Windstream expects to participate to help close the digital divide in its rural and high-cost service territories. However, because such funding will be distributed on a competitive basis, Windstream may face increased competition in its footprint as a result of program awards, especially if the states allow overbuilding of Windstream’s network in areas where Windstream believes locations are “served” as defined by BEAD. Furthermore, the IIJA requires participating service providers to offer a “low-cost” service option. The terms of that offering are set out in each state’s Volume II, pursuant to guidance from NTIA. For more information on BEAD and related financing commitments, see the section entitled “The Merger Agreement — Conduct of Windstream Business Prior to the Completion of the Business Combination.”

RDOF Funding

In 2019, the FCC announced a $20 billion RDOF program to support rural broadband deployments. In January 2020, the FCC established two reverse-auction funding phases, with Phase I funding of $16 billion and Phase II of $4.4 billion. Phase I targeted areas that were wholly unserved by broadband speeds of at least 25-Megabytes per second (“Mbps”) download and 3-Mbps upload. Auction results were released in December 2020, and $9.2 billion was awarded. At the time, the FCC indicated that the $6.8 billion not awarded would be added to Phase II, but Phase II will not likely proceed, especially in light of the BEAD Program being administered by the Department of Commerce. Windstream was awarded $522.8 million in support over ten years ($52.3 million per year) for approximately 192,000 locations in 18 states. Windstream intends to meet its service obligations through the deployment of fiber and offering 1-Gbps speed capabilities. The first program milestone requires 40 percent completion on or before December 31, 2025.

Affordable Connectivity Program (“ACP”)

The ACP was a federal consumer-based program funded by the IIJA to provide financial assistance to eligible broadband subscribers in the form of monthly service subsidies. During the duration of the program, from December 2021 to May 2024, the ACP provided up to a $30 per month discount on broadband services, and $75 per month in tribal areas. Windstream previously served approximately 86,500 customers under the ACP. Because Congress failed to authorize necessary funding for the ACP on a permanent basis, the program ended in May 2024. To avoid a negative customer impact, Windstream is providing affected customers with a monthly bill credit in the same amount as the ACP benefit, subject to special terms and conditions including our ability to eliminate it at any time, to allow for a period of transition for our ACP customers. There has been no further action at the federal level to reactivate this program.

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State USF Funding

In the first nine months of 2024 and the year ended December 31, 2023, Windstream recognized revenue from state USF programs in Texas, Pennsylvania, New Mexico, Oklahoma, South Carolina, Nebraska, Alabama, and Arkansas. These payments are intended to provide subsidies, in addition to federal USF receipts, for the high cost of operating telecommunications networks in certain areas. For the nine-month period ended September 30, 2024 and the year ended December 31, 2023, we recognized $44.0 million and $62.6 million, respectively, in state USF support. Windstream participates in two USF programs in Texas, and for the nine-month period ended September 30, 2024 and the year ended December 31, 2023, we received $23.2 million and $36.0 million, respectively, from the large company program and $2.3 million and $1.9 million, respectively, from the small company program. On June 18, 2023, the Texas Legislature passed legislation requiring companies receiving Texas USF support to complete a financial needs-based test review with the Texas PUC. Windstream filed the required needs-based test petition for the large company program on December 28, 2023, and received a final decision on June 6, 2024. The Texas PUC approved Windstream’s continued support through December 2028, and did not make changes to the rates or service areas.

Windstream receives approximately $13.2 million in annual state USF support in Pennsylvania. On August 3, 2023, the Pennsylvania Public Service Commission (the “PSC”) issued an order opening a rulemaking proceeding regarding the program, with the proceeding expected to take more than 12 months to complete. Windstream, along with the industry trade group, are actively participating in the proceeding, submitting two rounds of comments to date. At this time, the PSC has not taken any further action on the matter.

Quantitative and Qualitative Disclosures about Market Risk

Market risk is comprised of three elements: interest rate risk, equity risk and foreign currency risk. Windstream has exposure to market risk from changes in interest rates, as further discussed below. Currently, the Company does not have any significant exposure to equity or foreign currency risk. Market risk has been estimated using a sensitivity analysis. The results of the sensitivity analysis are further discussed below. Actual results may differ from these estimates.

Interest Rate Risk

The Company is exposed to market risk through changes in variable interest rates incurred on borrowings under the amended credit agreement, consisting of the $250.0 million Incremental Term Loan, $750.0 million Term Loan issued under the senior secured first lien term loan facility, and any borrowings outstanding under the senior secured revolving credit facility. The Company enters into interest rate swap agreements to mitigate its exposure to the variability in cash flows on a portion of its floating-rate debt obligations. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of interest rate swap activity. The Company does not enter into interest rate swap agreements, or other derivative financial instruments, for trading or speculative purposes. Management periodically reviews the Company’s exposure to interest rate fluctuations and implements strategies to manage the exposure.

As of September 30, 2024, Windstream Services, LLC is party to two pay fixed, receive variable interest rate swap agreements designated as cash flow hedges of the interest rate risk inherent in borrowings outstanding under its amended credit agreement due to changes in the benchmark interest rate. The interest rate swaps mature on October 31, 2025 and October 31, 2026. As of September 30, 2024, the weighted average fixed rate paid on the interest rate swaps was 2.567 percent and the weighted average variable rate received was 4.920 percent. The hedging relationships are expected to be highly effective in mitigating cash flow risks resulting from changes in interest rates. For additional information regarding our interest rate swap agreements, see Note 3 to our unaudited condensed consolidated financial statements included elsewhere in this proxy statement/prospectus.

As of September 30, 2024, the unhedged portion of our variable rate debt was $456.0 million. For variable rate debt instruments, market risk is defined as the potential change in earnings resulting from a

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hypothetical adverse change in interest rates. A hypothetical increase of 100 basis points in variable interest rates would increase annual interest expense by approximately $4.6 million. Actual results may differ from this estimate.

Critical Accounting Policies and Estimates

Windstream’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. Significant accounting policies are discussed in detail in Note 2 to our audited consolidated financial statements included elsewhere in this proxy statement/prospectus. Certain of these accounting policies, as discussed below, require management to make estimates and assumptions about future events that could materially affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. Management believes that the estimates, judgments and assumptions made when accounting for the items described below are reasonable, based on information available at the time they are made. However, there can be no assurance that actual results will not differ from those estimates.

Useful Lives of Assets

The calculation of depreciation and amortization expense is based on the estimated economic useful lives of the underlying property, plant and equipment and finite-lived intangible assets. Rapid changes in technology or changes in market conditions could result in significant changes to the estimated useful lives of our tangible or finite-lived intangible assets that could materially affect the carrying value of these assets and our future consolidated operating results. An extension of the average useful life of our property, plant and equipment of one year would decrease depreciation expense by approximately $86.0 million per year, while a reduction in the average useful life of one year would increase depreciation expense by approximately $113.4 million per year.

Pension Benefits

The Company maintains a non-contributory qualified defined benefit pension plan. The annual costs of providing pension benefits are based on certain key actuarial assumptions, including the expected return on plan assets and discount rate. Windstream recognizes changes in the fair value of plan assets and actuarial gains and losses due to actual experience differing from the various actuarial assumptions, including changes in our pension obligation, as pension expense or income in the fourth quarter each year, unless an earlier measurement date is required. Our projected net pension expense for 2024, which is estimated to be approximately $0.5 million, was calculated based upon a number of actuarial assumptions, including an expected long-term rate of return on qualified pension plan assets of 7.75 percent and a discount rate of 5.16 percent. If returns vary from the expected rate of return or there is a change in the discount rate, the estimated net pension income could vary. In developing the expected long-term rate of return assumption, we considered the plan’s historical rate of return, as well as input from our investment advisors. Projected returns on qualified pension plan assets were based on broad equity and bond indices and include a targeted asset allocation of 48.6 percent to equities, 32.0 percent to fixed income securities, and 19.4 percent to alternative investments, with an aggregate expected long-term rate of return of approximately 7.75 percent. Lowering the expected long-term rate of return on the qualified pension plan assets by 50 basis points (from 7.75 percent to 7.25 percent) would result in an increase in our projected pension expense of approximately $2.0 million, the effects of which would result in the recognition of pension expense of $2.5 million in 2024.

The discount rate selected is derived by identifying a theoretical settlement portfolio of high-quality corporate bonds sufficient to provide for the plan’s projected benefit payments. The values of the plan’s projected benefit payments are matched to the cash flows of the theoretical settlement bond portfolio to arrive at a single equivalent discount rate that aligns the present value of the required cash flows with the market value of the bond portfolio. The discount rate determined on this basis was 5.16 percent as of December 31, 2023. Lowering the discount rate by 25 basis points (from 5.16 percent to 4.91 percent) would result in a decrease in our projected pension expense of approximately $0.7 million, the effects of which would result in the recognition of pension income of $0.2 million in 2024. See Notes 2 and 10 to our audited consolidated financial statements included elsewhere in this proxy statement/prospectus for additional information related to the pension plan.

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Income Taxes

Our estimates of income taxes and the significant items resulting in the recognition of deferred tax assets and liabilities are disclosed in Note 14 to our audited consolidated financial statements included elsewhere in this proxy statement/prospectus and reflect our assessment of future tax consequences of transactions that have been reflected in our financial statements or tax returns for each taxing jurisdiction in which we operate. In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities and results of recent operations. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized. Actual income taxes to be paid could vary from these estimates due to future changes in income tax law or the outcome of audits completed by federal and state taxing authorities.

Recently Issued Authoritative Guidance

See Note 1 to our unaudited condensed consolidated financial statements included elsewhere in this proxy statement/prospectus for a discussion of recently issued authoritative guidance related to Business Segments, Income Taxes and Disaggregation of Expenses and our evaluation of the related impacts to the consolidated financial statements and related disclosures.

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LIQUIDITY AND CAPITAL RESOURCES FOLLOWING THE MERGER

New Uniti’s principal liquidity needs will be to fund operating expenses, meet debt service obligations, and fund investment activities, including capital expenditures which may increase as a result of our planned fiber expansion activities.

Operating expenses. New Uniti expects to satisfy operating expenses in the ordinary course of business with cash provided from operations.

Debt service. Windstream and Uniti have substantial debt obligations, all of which are expected to remain outstanding as obligations of New Uniti or its subsidiaries. As of September 30, 2024 on a pro forma basis and as further adjusted to give effect to the Uniti ABS Refinancing Transactions as described in ‘‘Summary — Uniti ABS Refinancing Transactions’’ and “Description of New Uniti Indebtedness — Legacy Windstream Indebtedness,” New Uniti would have approximately $8.9 billion of indebtedness. On a pro forma basis, after giving effect to the Uniti ABS Refinancing Transactions, New Uniti’s annual interest expense is approximately $557.8 million. See “Description of New Uniti Indebtedness” for a description of the Uniti and Windstream indebtedness expected to be outstanding as of the Closing.

Each of Uniti and Windstream was in compliance with the covenants in their respective debt agreements for the periods presented herein. See “Description of New Uniti Indebtedness” for a description of Uniti’s and Windstream’s outstanding indebtedness. Following the Closing and prior to completing the Post-Closing Reorganization, each of Uniti’s and Windstream’s legacy indebtedness will remain separate within its respective organizational structure, with no cross-guarantees or credit support between legacy Uniti or Windstream. Each of Uniti’s and Windstream’s indebtedness contains restrictive covenants that impose significant restrictions on the ability of Uniti and Windstream to operate together, other than on an arm’s-length basis in accordance with the terms of such indebtedness. As a result, New Uniti may have significant restrictions on its ability to transfer assets, or otherwise enter into non-arm’s length transactions, between the Uniti and Windstream organizational structures. If the Post-Closing Reorganization is not completed, such restrictions will continue to govern the terms of each of Uniti’s and Windstream’s respective indebtedness. Such indebtedness also contains restrictive covenants that impose significant restrictions on the ability to pay dividends and make other distributions from each of Uniti and Windstream to New Uniti. As a result of these covenants, New Uniti may be limited in the manner in which it conducts its business, and it may be constrained in its ability to pay dividends or unable to engage in favorable business activities or finance future operations or capital needs. As a result of the Consent Solicitation and Windstream Refinancing Transactions (see “Summary of the Proxy Statement/Prospectus — Consent Solicitation/Windstream 2028 Notes Indenture Amendments” and “— Windstream Refinancing Transactions”), the material covenants within Windstream’s legacy indebtedness were amended or otherwise updated where necessary to align with those within Uniti’s legacy indebtedness. In turn, if the Post-Closing Reorganization is completed and the organizational silos are collapsed, the covenants within Uniti’s legacy indebtedness will effectively govern New Uniti’s activities following the Post-Closing Reorganization and the restrictive covenants limiting the ability of Uniti and Windstream to operate together will be eliminated.

If the Post-Closing Reorganization is not completed, the legacy Uniti and Windstream debt structures are initially expected to remain separate, and all Windstream indebtedness will remain obligations of Windstream and all Uniti indebtedness will remain obligations of Uniti, with no cross-guarantees or credit support between legacy Uniti or Windstream. However, if the Post-Closing Reorganization is completed, New Uniti may, but is not required to, combine Windstream’s and Uniti’s debt into a single silo capital structure with a common parent entity.

Prior to the Post-Closing Reorganization, Windstream is required to maintain a consolidated total leverage ratio (as defined in the Windstream Credit Agreement) of less than 3.25:1.00 and Uniti is required to maintain a consolidated secured leverage ratio (as defined in the credit agreement governing Uniti’s senior secured credit facility) of 5.00:1.00. As of September 30, 2024, Windstream’s consolidated total leverage ratio was approximately 1.74:1.00, and Uniti’s consolidated secured leverage ratio was approximately 3.80:1.00.

If the Post-Closing Reorganization is completed and the organizational silos are collapsed, New Uniti will be required to maintain a consolidated secured leverage ratio of 5.00:1.00. On a pro forma basis as of September 30, 2024, New Uniti would have a consolidated secured leverage ratio of approximately 3.70:1.00.

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Capital expenditures. For the year ended December 31, 2023, Uniti and Windstream together funded capital expenditures of $1.23 billion (Uniti $417.0 million; Windstream $808.4 million, net of $250.0 million in Growth Capital Improvement payments from Uniti to Windstream). For the nine months ended September 30, 2024, Uniti and Windstream together funded capital expenditures of $992.4 million (Uniti $327.8 million; Windstream $664.6 million, net of $230.8 million in Growth Capital Improvement payments from Uniti to Windstream).

Following the Closing, transactions that presently occur between Uniti and Windstream, including payments and the satisfaction of other obligations arising under the Windstream Leases and the 2020 Settlement Agreement, will remain in effect. Uniti will remain obligated (i) to make $490.1 million of cash payments to Windstream in equal installments over 20 consecutive quarters beginning in October 2020 and (ii) to reimburse Windstream for up to an aggregate of $1.75 billion for Growth Capital Improvements (as defined below) in long-term value accretive fiber and related assets made by Windstream through 2029. Windstream will remain obligated to make payments under the Windstream Leases to Uniti, which presently have an aggregate annual rent of $675.6 million. As of the date of this proxy statement/prospectus, Windstream has made all payments owed to Uniti under the Windstream Leases, and as of September 30, 2024, Uniti has paid $386.9 million of the $490.1 million due to Windstream under the 2020 Settlement Agreement. Uniti’s reimbursement commitment for Growth Capital Improvements does not require Uniti to reimburse Windstream for maintenance or repair expenditures (except for costs incurred for fiber replacements to the CLEC MLA (as defined below) leased property, up to $70 million during the term), and each such reimbursement is subject to underwriting standards. Uniti’s total annual reimbursement commitments for the Growth Capital Improvements under both Windstream Leases (and under separate equipment loan facilities) are limited to $225 million in 2024; $175 million per year in 2025 and 2026; and $125 million per year in 2027 through 2029. If New Uniti collapses the legacy debt silos, the payments between Uniti and Windstream could, at New Uniti’s option, cease.

New Uniti’s primary sources of liquidity and capital resources are expected to be cash provided from operating activities as well as liquidity that is available to Windstream or Uniti through their respective credit facilities. See each of Windstream’s and Uniti’s historical audited consolidated financial statements and related notes, included elsewhere in this proxy statement/prospectus, for the net cash generated from operating activities for the year ended December 31, 2023 and nine months ended September 30, 2024 for Windstream and Uniti, respectively. On a pro forma basis as of September 30, 2024, New Uniti would have approximately $495.0 million available for borrowing under Uniti’s revolving credit facility and $341.1 million available for borrowing under the Windstream Revolver, in each case subject to customary borrowing conditions. Based on an assessment of the current and expected business climate and forecasted financial results, New Uniti expects these sources will be sufficient to cover New Uniti’s liquidity needs to cover its operating expenses, debt service, capital expenditures and other cash needs for the twelve months following the Merger.

On a longer-term basis, New Uniti believes the same sources of liquidity and capital resources will be sufficient to satisfy its liquidity needs. New Uniti anticipates growing cash provided by operating activities by expanding its FTTH customer footprint and expects to realize certain synergies, efficiencies and cost savings related to the Merger. A significant portion of New Uniti’s indebtedness matures within the next four years, and New Uniti expects that it will need to refinance or repay its indebtedness at maturity by raising additional capital (which could include a combination of equity offerings and/or debt financings) or instead seek to extend the applicable maturity dates of its indebtedness. While no assurances can be provided, New Uniti believes any such refinancing should be achievable, as reflected by the ability of both Uniti and Windstream to refinance a portion of their existing indebtedness after the entry into the Merger Agreement. New Uniti may also elect to access the capital markets to generate additional funds to help fund its business operations, investment activities, capital expenditures, debt service and distributions to shareholders. The amount, nature and timing of any capital markets transactions, including any refinancing, will depend on: New Uniti’s operating performance and other circumstances; New Uniti’s then-current commitments and obligations; the amount, nature and timing of New Uniti’s capital requirements; any limitations imposed by New Uniti’s credit arrangements; and overall market conditions. These expectations are forward-looking and subject to a number of uncertainties and assumptions. For more information, see the risk factor “New Uniti’s operations will require sufficient access to liquidity to fund its cash needs; if funds are not available when needed, this could affect service to customers and growth opportunities and have a material adverse impact on the business and financial position.”

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DESCRIPTION OF NEW UNITI INDEBTEDNESS

If New Uniti elects to complete the Post-Closing Reorganization, each of Windstream’s and Uniti’s debt will be combined into a single silo capital structure with a common parent entity. However, if New Uniti does not complete the Post-Closing Reorganization, the legacy Uniti and Windstream organizational structures and the existing indebtedness of each company will remain separate, and the agreements and arrangements presently in effect between Uniti and Windstream will remain in place, with no cross-guarantees or credit support between Uniti or Windstream. Additionally, if New Uniti does not complete the Post-Closing Reorganization, transactions that presently occur between Uniti and Windstream, including payments and the satisfaction of other obligations arising under the Windstream Leases and the 2020 Settlement Agreement, must be made in accordance with the covenants within Uniti’s and Windstream’s outstanding indebtedness. Set forth below are descriptions of the Uniti and Windstream indebtedness that is expected to be outstanding upon the Closing.

Legacy Uniti Indebtedness

Senior Secured Credit Facility

Uniti Group LP, CSL Capital, LLC and Uniti Group Finance 2019 Inc. (collectively, the “borrowers”) have entered into a senior secured credit facility currently consisting of a $500.0 million revolving credit facility that matures on September 24, 2027 (the “Revolving Credit Facility”), which provides Uniti with the ability to obtain revolving loans as well as swingline loans and letters of credit from time to time.

The credit agreement governing Uniti’s senior secured credit facility permits the borrowers, subject to customary conditions, to incur (i) incremental term loan borrowings and/or increased commitments under the credit agreement in an unlimited amount, so long as, on a pro forma basis after giving effect to any such borrowings or increases, Uniti’s consolidated secured leverage ratio, as defined in the credit agreement, does not exceed 4.00 to 1.00 and (ii) other indebtedness, so long as, on a pro forma basis after giving effect to any such indebtedness, Uniti’s consolidated total leverage ratio, as defined in the credit agreement, does not exceed 6.50 to 1.00 and if such debt is secured, Uniti’s consolidated secured leverage ratio, as defined in the credit agreement, does not exceed 4.00 to 1.00. Incremental term loan borrowings and revolving commitments are uncommitted and the availability thereof will depend on market conditions at the time the issuers seek to incur such borrowings and/or commitments.

All obligations under Uniti’s senior secured credit facility are unconditionally guaranteed by Uniti Group Inc. on a senior unsecured basis and by certain of Uniti Group LP’s subsidiaries (the “subsidiary guarantors”) on a senior secured basis. All obligations under the senior secured credit facility, and the guarantees of those obligations, are secured, subject to certain exceptions, on a first priority basis, by substantially all of the assets of the borrowers and the subsidiary guarantors under our senior secured credit facility, including a pledge of all of the capital stock of our subsidiaries directly held by the borrowers and the guarantors under our senior secured credit facility (which pledge, in the case of the capital stock of any foreign subsidiary, is limited to 65% of the voting capital stock and 100% of the non voting stock of such first tier foreign subsidiary) and liens on certain deposit accounts, including the account into which rents under the Windstream Leases are to be deposited. The liens on the collateral securing the obligations under the senior secured credit facility are subject to an intercreditor agreement between the collateral agent for the senior secured credit facility and the collateral agent for the secured notes, and acknowledged by the borrowers and the subsidiary guarantors. All outstanding principal and interest are due and payable, and all commitments terminate under the Revolving Credit Facility, on September 24, 2027.

Borrowings under the Revolving Credit Facility bear interest at a rate equal to either a base rate plus an applicable margin ranging from 2.75% to 3.50% or a SOFR term rate plus an applicable margin ranging from 3.75% to 4.50%, in each case, calculated in a customary manner and determined based on our consolidated secured leverage ratio. Uniti is required to pay a quarterly commitment fee under the Revolving Credit Facility equal to 0.50% of the average amount of unused commitments during the applicable quarter (subject to a step-down to 0.40% per annum of the average amount of unused commitments during the applicable quarter upon achievement of a consolidated secured leverage ratio not to exceed a certain

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level), as well as quarterly letter of credit fees equal to the product of (A) the applicable margin with respect to SOFR borrowings and (B) the average amount available to be drawn under outstanding letters of credit during such quarter.

The senior secured credit facility contains certain customary affirmative covenants, as well as certain customary negative covenants that, among other things, restrict, subject to certain exceptions, the ability of the borrowers and their subsidiaries to incur indebtedness, grant liens on their assets, sell assets, make investments, engage in acquisitions, mergers or consolidations, pay certain dividends and other restricted payments, and amend the Windstream Leases. These negative covenants are similar to the negative covenants contained in the indentures that govern Uniti’s outstanding notes, subject to certain exceptions. The borrowers and their subsidiaries are also required to maintain a consolidated secured leverage ratio not to exceed 5.00 to 1.00. In addition, the credit agreement contains customary events of default, including a cross-default provision whereby the failure of the borrowers or certain of their subsidiaries to make payments under other debt obligations, or the occurrence of certain events affecting those other borrowing arrangements, could trigger an obligation to repay any amounts outstanding under the credit agreement. In particular, a repayment obligation could be triggered if (i) the borrowers or certain of their subsidiaries fail to make a payment when due of any principal or interest on any other indebtedness aggregating $75.0 million or more, or (ii) an event occurs that causes, or would permit the holders of any other indebtedness aggregating $75.0 million or more to cause, such indebtedness to become due prior to its stated maturity. A termination of the Windstream Leases would result in an “event of default” under the credit agreement if a replacement lease was not entered into within 90 calendar days and Uniti does not maintain pro forma compliance with a consolidated secured leverage ratio, as defined in the credit agreement, of 5.00 to 1.00.

The description of the credit agreement is qualified in its entirety by the text of the credit agreement, a copy of which is filed with the SEC and is incorporated by reference into this proxy statement/prospectus.

ABS Notes Issuance

On February 3, 2025, the ABS Notes Issuers, each an indirect, bankruptcy-remote subsidiary of Uniti, issued $589.0 million aggregate principal amount of secured fiber network revenue term notes, consisting of $426.0 million 5.9% Series 2025-1, Class A-2 term notes, $65.0 million 6.4% Series 2025-1, Class B term notes and $98.0 million 9.0% Series 2025-1, Class C term notes (collectively, the “ABS Notes”), each with an anticipated repayment date in April 2030. The ABS Notes were issued as part of a securitization transaction, pursuant to which certain of Uniti’s fiber network assets and related customer contracts in the State of Florida and the Gulf Coast region of Louisiana, Mississippi and Alabama, including the assets of the ABS Bridge Loan Parties that secured the ABS Loan Facility, were contributed to the ABS Notes Issuers, Uniti Fiber GulfCo LLC and Uniti Fiber TRS AssetCo LLC (collectively, the ‘‘ABS Notes Obligors”). The cash flow from these contributed assets will be used to service the obligations under the ABS Notes.

The ABS Notes were issued pursuant to an indenture, dated as of February 3, 2025 (the “ABS Notes Base Indenture”), as supplemented by a Series 2025-1 Supplement thereto, dated as of February 3, 2025 (the “Series 2025-1 Supplement” and, together with the ABS Notes Base Indenture, the ‘‘ABS Notes Indenture’’), in each case by and among the ABS Notes Obligors and Wilmington Trust, National Association, as indenture trustee.

The ABS Notes are secured by a security interest in substantially all of the assets (subject to customary limited exceptions) of the ABS Notes Obligors and are guaranteed by each ABS Notes Issuer’s respective parent entity (each an “ABS Guarantor” and, together with the ABS Notes Obligors, the ‘‘ABS Notes Parties’’). The guarantee of each ABS Guarantor is secured by a security interest in the equity interests of the applicable Issuer. Neither Uniti nor any subsidiary of Uniti, other than the ABS Notes Parties, will guarantee or in any way be liable for the obligations under ABS Notes. Each ABS Note Party is a special purpose, bankruptcy remote subsidiary of Uniti and is an unrestricted subsidiary under Uniti's credit agreement and the applicable indentures governing Uniti's outstanding senior notes.

The ABS Notes are subject to a series of customary covenants and restrictions. These covenants and restrictions include (i) that the ABS Notes Issuers maintain a liquidity reserve account to be used to make

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required payments in respect of the ABS Notes, (ii) provisions relating to optional and mandatory prepayments, including specified make-whole payments in the case of certain optional prepayments of the ABS Notes prior to the quarterly payment date in April 2030, and (iii) covenants relating to recordkeeping, access to information and similar matters. As provided in the ABS Notes Base Indenture, the ABS Notes are also subject to rapid amortization in the event of a failure to maintain a stated debt service coverage ratio. A rapid amortization may be cured if the debt service coverage ratio exceeds a certain threshold for a certain period of time, upon which cure, regular amortization, if any, will resume. The ABS Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal or other amounts due on or with respect to the ABS Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective and certain judgments.

The description of the ABS Notes and the ABS Notes Indenture is qualified in its entirety by the text of the ABS Notes Indenture, which is filed with the SEC and incorporated by reference into this proxy statement/prospectus.

Asset-Backed Bridge Loan Facility

On February 23, 2024, Uniti Fiber Bridge Borrower LLC (the “ABS Bridge Borrower”), Uniti Fiber Bridge HoldCo LLC and Uniti Fiber GulfCo LLC (together, the “ABS Bridge Loan Parties”), each an indirect subsidiary of Uniti, entered into a bridge loan and security agreement (the “ABS Loan Agreement”) by and among the ABS Bridge Loan Parties, Wilmington Trust, National Association, as administrative agent, collateral agent, account bank and verification agent, Barclays Bank PLC, as facility agent, and the lenders identified therein.

The ABS Loan Agreement provided for a secured, multi-draw term loan facility of up to $350.0 million (the “ABS Loan Facility”). As of September 20, 2024, $275.0 million aggregate principal amount was outstanding under the ABS Loan Facility.

On February 3, 2025, Uniti used a portion of the net proceeds from the issuance of the ABS Notes to repay and terminate the ABS Loan Facility.

The description of the ABS Loan Agreement is qualified in its entirety by the text of the ABS Loan Agreement, a copy of which is filed with the SEC and incorporated by reference into this proxy statement/prospectus.

Senior Notes

Secured Notes

On April 20, 2021, Uniti Group LP, Uniti Group Finance 2019 Inc., and CSL Capital LLC issued $570.0 million aggregate principal amount of 4.750% Senior Secured Notes due April 15, 2028 (the “4.750% secured notes”) under an indenture dated as of April 20, 2021 among such issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent.

On February 14, 2023, Uniti Group LP, Uniti Group Finance 2019 Inc., Uniti Fiber Holdings Inc., and CSL Capital LLC (hereinafter the “notes issuers”) issued $2.6 billion aggregate principal amount of 10.50% Senior Secured Notes due 2028 (the “existing 10.50% secured notes”) under the indenture dated as of February 14, 2023 among the notes issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent. On May 6, 2024, the notes issuers issued an additional $300 million of 10.50% Senior Secured Notes due 2028 (the ‘‘additional 10.50% secured notes’’ and, together with the existing 10.50% secured notes, the ‘‘10.50% secured notes’’; the 10.50% secured notes and the 4.750% secured notes are collectively referred to as the ‘‘secured notes’’) pursuant to an indenture dated as of May 6, 2024 among the notes issuers, the guarantors party thereto and Deutsche Bank Trust Company

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Americas, as trustee and collateral agent. On February 3, 2025, Uniti issued a notice of redemption to redeem $125.0 million aggregate principal amount of the 10.50% secured notes on February 14, 2025.

The secured notes may be redeemed at certain fixed redemption prices expressed as percentages of the principal amount, plus accrued and unpaid interest, as set forth in the indentures governing the secured notes.

The secured notes indentures contain customary high yield covenants limiting Uniti Group LP and its restricted subsidiaries from incurring or guaranteeing additional indebtedness; incurring or guaranteeing secured indebtedness; paying dividends or distributions on, or redeeming or repurchasing, capital stock; making certain investments or other restricted payments; selling assets; entering into transactions with affiliates; merging or consolidating or selling all or substantially all of their assets; and creating restrictions on Uniti’s ability to pay dividends. The covenants are subject to a number of important and significant limitations, qualifications and exceptions. The indentures governing the secured notes also contain customary events of default.

Each of the issuers and guarantors of the secured notes also either issue or guarantee Uniti’s senior notes.

The descriptions of the secured notes and the indentures governing such notes are qualified in their entirety by the indentures governing such notes, copies of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus.

Senior Unsecured Notes

On February 2, 2021, the notes issuers issued $1,110.0 million aggregate principal amount of unsecured 6.50% Senior Notes due February 15, 2029 (the “6.50% senior notes”) under an indenture among the notes issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.

On October 13, 2021, the notes issuers issued $700.0 million aggregate principal amount of unsecured 6.000% Senior Notes due January 15, 2030 (the “6.000% senior notes” and, together with the 6.50% senior notes, the “senior notes”) under an indenture among the notes issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.

The senior notes may be redeemed at certain fixed redemption prices expressed as percentages of the principal amount, plus accrued and unpaid interest, as set forth in the senior notes indentures.

The senior notes indentures contain customary high yield covenants limiting Uniti Group LP and its restricted subsidiaries from incurring or guaranteeing additional indebtedness; incurring or guaranteeing secured indebtedness; paying dividends or distributions on, or redeeming or repurchasing, capital stock; making certain investments or other restricted payments; selling assets; entering into transactions with affiliates; merging or consolidating or selling all or substantially all of their assets; and creating restrictions on Uniti’s ability to pay dividends. The covenants are subject to a number of important and significant limitations, qualifications and exceptions. The indentures governing the secured notes also contain customary events of default.

Each of the issuers and guarantors of the senior notes also either issue or guarantee Uniti’s secured notes.

The descriptions of the senior notes and the indentures governing such notes are qualified in their entirety by the indentures governing such notes, copies of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus.

7.50% Convertible Senior Notes due 2027

On December 12, 2022, Uniti issued $300.0 million aggregate principal amount of 2027 convertible notes (the “original 2027 convertible notes”). On December 23, 2022, Uniti issued an additional $6.5 million aggregate principal amount of 2027 convertible notes pursuant to the initial purchasers’ partial exercise of their 13-day option to purchase additional 2027 convertible notes (the “additional 2027 convertible notes” and, together with the original 2027 convertible notes, the “2027 convertible notes”). Uniti issued the 2027 convertible notes pursuant to an indenture, dated as of December 12, 2022 (the “convertible notes

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indenture”), among Uniti, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee. The 2027 convertible notes are senior unsecured notes and are guaranteed by each of Uniti’s subsidiaries that is an issuer, obligor or guarantor under Uniti’s secured and senior notes. The 2027 convertible notes will mature on December 1, 2027, unless earlier converted, redeemed or repurchased.

Prior to the close of business on the business day immediately preceding September 1, 2027, the 2027 convertible notes are convertible only upon satisfaction of certain conditions and during certain periods described in the 2027 convertible notes indenture, and thereafter, the 2027 convertible notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The 2027 convertible notes became convertible on May 6, 2024 in connection with the public announcement by Uniti of its entry into the Merger Agreement and will remain convertible until the close of business on the 35th trading day immediately following the actual effective date of the Merger (or if earlier, the date the Merger Agreement is terminated). Prior to the effective date of the Merger, the 2027 convertible notes are convertible on the terms set forth in the 2027 convertible notes indenture into cash, shares of Uniti Common Stock, or a combination thereof, at Uniti’s election, subject to limitations under the credit agreement governing the senior secured credit facility. The conversion rate is initially 137.1742 shares of Uniti Common Stock per $1,000 principal amount of 2027 convertible notes (equivalent to an initial conversion price of approximately $7.29 per share of Uniti Common Stock). The conversion rate is subject to adjustment in some circumstances as described in the 2027 convertible notes indenture. In addition, following certain corporate events that occur prior to the maturity date or Uniti’s delivery of a notice of redemption, Uniti will increase, in certain circumstances, the conversion rate for a holder who elects to convert its 2027 convertible notes in connection with such corporate event or notice of redemption, as the case may be. If a holder elects to convert its 2027 convertible notes in connection with the announcement by Uniti of its entry into the Merger Agreement, Uniti will not be required to increase the conversion rate for such holder.

Upon the Closing, the 2027 convertible notes indenture will be amended in accordance with the terms of the 2027 convertible notes indenture to provide that, at and after the effective time of the Merger, the right to convert each $1,000 principal amount of the 2027 convertible notes for shares of Uniti Common Stock will be changed into a right to convert such principal amount of notes for a number of shares of New Uniti Common Stock that a holder of a number of shares of Uniti Common Stock equal to the conversion rate immediately prior to the effective time of the Merger would have been entitled to receive upon the Closing. However, at and after the effective time of the Merger, (i) Uniti will continue to have the right to determine the form of consideration to be paid or delivered, a the case may be, upon conversion of the 2027 convertible notes, as set forth in the amended 2027 convertible notes indenture, (ii)(x) any amount payable in cash upon conversion of the 2027 convertible notes will continue to be payable in cash, (y) any shares of Uniti Common Stock that would have been issuable upon conversion of the 2027 convertible notes will instead be deliverable in a number of shares of New Uniti Common Stock that a holder of that number of shares of Uniti Common Stock would have received in such Merger and (z) if Uniti elects to satisfy its conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of New Uniti Common Stock, the amount of cash and shares of New Uniti Common Stock due upon conversion will be based on the volume-weighted average price of New Uniti Common Stock during the relevant observation period under the amended 2027 convertible notes indenture.

If Uniti undergoes a fundamental change (as defined in the 2027 convertible notes indenture), subject to certain conditions, holders may require Uniti to repurchase for cash all or part of their 2027 convertible notes at a repurchase price equal to 100% of the principal amount of the 2027 convertible notes to be repurchased, plus accrued and unpaid interest, if any, to, but not including, the fundamental change repurchase date. The Closing will not constitute a fundamental change. Upon the Closing, the amended 2027 convertible notes indenture will contain a similar right for holders to require Uniti to repurchase the 2027 convertible notes upon a fundamental change of New Uniti as Uniti’s board of directors reasonably considers necessary.

Under the 2027 convertible notes indenture, Uniti may redeem all or a portion of the 2027 convertible notes, at any time, at a cash redemption price equal to 100% of the principal amount of the 2027 convertible notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date, if Uniti’s board of directors determines such redemption is necessary to preserve Uniti’s status as a REIT for U.S. federal income tax purposes. Upon the Closing, Uniti expects that it will cease to be a REIT for U.S.

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federal income tax purposes, in which case it will no longer have the right to redeem the 2027 convertible notes in connection with the preservation of its status as a REIT for U.S. federal income tax purposes. On or after December 8, 2025 and prior to the 42nd scheduled trading day immediately preceding the maturity date, if the last reported sale price per share of Uniti Common Stock has been at least 130% of the conversion price for the 2027 convertible notes for certain specified periods, Uniti may redeem all or a portion of the 2027 convertible notes at a cash redemption price equal to 100% of the principal amount of the 2027 convertible notes to be redeemed plus accrued and unpaid interest to, but not including, the redemption date.

This description of the 2027 convertible notes indenture is qualified in its entirety by the convertible notes indenture, a copy of which is filed with the SEC and incorporated by reference into this proxy statement/prospectus.

Legacy Windstream Indebtedness

Windstream Credit Agreement

General

Pursuant to the Credit Agreement by and among Windstream Services, Windstream, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders from time to time party thereto, entered into on September 21, 2020 (as amended, the “Windstream Credit Agreement”), Windstream Services obtained (a) a “first out” senior secured revolving credit facility in an aggregate committed amount of up to $500.0 million that matures on January 23, 2027 (the “Windstream Revolver”) and (b) a senior secured first lien term loan facility in an aggregate principal amount of $750.0 million that matures on September 21, 2027 (the “Windstream Initial Term Loans” and, collectively with the Windstream Revolver, the Windstream Incremental Term Loans (as defined below), and the Windstream 2024 Term Loan, the “Windstream Credit Facilities”). The proceeds of loans extended under the Windstream Credit Facilities may be used (i) for working capital and other general corporate purposes (ii) to pay transaction costs, professional fees and other obligations and expenses incurred in connection with the Windstream Credit Facilities and (iii) for specified refinancings and other transactions, permitted acquisitions, capital expenditures and transaction costs.

On November 23, 2022, Windstream Services, Windstream, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto entered into an amendment to the Windstream Credit Agreement, to provide for the: (1) issuance of a new $250.0 million super senior incremental term loan that matures on February 23, 2027 (the “Windstream Incremental Term Loans” and, together with the Windstream Initial Term Loans, the “Windstream Term Loans”), (2) transition of the variable interest rate on the existing Windstream Initial Term Loans from LIBOR to SOFR and (3) extension of the maturity of the Windstream Revolver from September 21, 2024 to January 23, 2027. The Windstream Incremental Term Loans were issued at a discount of $12.5 million. Proceeds from the issuance of the Windstream Incremental Term Loans were used to pay down all amounts outstanding under the Windstream Revolver and to pay all related fees and expenses. On October 4, 2024, the borrowings under the Windstream Term Loans were fully repaid.

On October 4, 2024, Windstream Services entered into amendments to the Windstream Credit Agreement to, among other things, incur the Windstream 2024 Term Loan. Windstream Services used the net proceeds from the issuance of the Initial Windstream 2031 Notes and the Windstream 2024 Term Loan to fully repay the Windstream Initial Term Loans and Windstream Incremental Term Loan and to pay related premiums, fees and expenses. The remaining proceeds will be used for general corporate purposes, which may include investments in Windstream’s network and other capital expenditures, such as expansion and acceleration of its Kinetic fiber-to-the-home buildout. The Windstream 2024 Term Loan will bear interest based on a floating rate plus a margin (which, at Windstream’s election, may be the Base Rate plus 3.75% or the Adjusted Term SOFR Rate plus 4.75% (each as defined in the Windstream’s Credit Agreement, provided that the Adjusted Term SOFR Rate “floor” shall be 0%)) and will mature on October 1, 2031.

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Repayments

The outstanding principal amount of the Windstream Revolver and the Windstream 2024 Term Loan is due and payable on the applicable maturity dates for each such facility.

Prepayments

Mandatory Prepayments. The Windstream 2024 Term Loan is subject to mandatory prepayment and reduction in an amount equal to (a) 100% of the net cash proceeds of non-ordinary course asset dispositions or casualty events (with step-downs to (1) 50% if the consolidated first lien secured leverage ratio would be less than or equal to 1.50:1.00 but greater than 1.00:1.00, or (2) 0% if the consolidated first lien senior secured leverage ratio would be less than or equal to 1.00:1.00), subject to the right to reinvest such proceeds within a specified period of time and certain other exceptions and (b) 100% of the net cash proceeds received from the incurrence of any certain indebtedness not expressly permitted under the Windstream Credit Agreement.

Optional Prepayments. Voluntary prepayments of borrowings under the Windstream Credit Facilities are currently permitted at any time without premium or penalty.

Guarantees; Security

The obligations under the Windstream Credit Agreement are guaranteed by Windstream and certain wholly-owned domestic subsidiaries of Windstream Services.

The obligations and guarantees under the Windstream Credit Agreement are secured by security interests in (i) the equity interests of Windstream Services and (ii) the assets and properties of Windstream Services and of the subsidiaries of Windstream Services that are guarantors of the Windstream Credit Agreement, in each case subject to certain exceptions.

The respective rights of the lenders under the Windstream Credit Agreement and the holders of the Windstream 2031 Notes in the collateral securing such obligations are governed by an intercreditor agreement between the collateral agent under the Windstream Credit Agreement and the collateral agents under the Windstream 2031 Notes Indenture (as defined below) (the “Windstream Intercreditor Agreement”). If the Post-Closing Reorganization is completed, an intercreditor agreement between the collateral agent under Uniti’s senior secured credit facility and the collateral agent for Uniti’s senior secured notes (the “Uniti Intercreditor Agreement”) will replace the Windstream Intercreditor Agreement and govern the respective rights of the lenders under the Windstream Credit Agreement and the holders of the Windstream 2031 Notes.

Covenants, Representations and Warranties

The Windstream Credit Agreement includes customary negative covenants, including covenants limiting the ability of Windstream Services and its restricted subsidiaries (other than certain covenants therein which are limited to subsidiary guarantors and along with certain covenants restricting Windstream) to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and acquisitions, pay dividends and distributions and make payments in respect of certain material payment subordinated indebtedness, in each case subject to customary exceptions. The Windstream Credit Agreement also includes customary representations and warranties and affirmative covenants. The Windstream Credit Agreement includes a financial covenant requiring maintenance of, prior to the Post-Closing Reorganization, a consolidated total leverage ratio of less than (i) 3.50:1.00 on or prior to June 30, 2024 and (ii) 3.25:1.00 after June 30, 2024 and, following the Post-Closing Reorganization, a consolidated total senior secured leverage ratio of no less than 5.00 to 1.00.

Events of Default

Events of default under the Windstream Credit Agreement include nonpayment of principal, interest or other amounts when due, violation of certain covenants, inaccuracy of representations or warranties, certain defaults under other material debt, certain bankruptcy or insolvency events, certain material judgments, invalidity of collateral documents, change of control, certain events relating to the Windstream Leases (which events will no longer constitute an event of default on and after the Post-Closing Reorganization)

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and related recognition agreements (including its ceasing to be in full force and effect, certain non-permitted amendments thereto, and certain events of default thereunder), certain regulatory events having a material adverse effect, and certain ERISA events in each case subject to customary threshold, notice and grace period provisions.

Interest — Windstream Revolver

Effective September 21, 2024, the borrowing capacity under the Windstream Revolver decreased from $500.0 million to $475.0 million of capacity through January 23, 2027. 2027 Revolving Credit Loans under the Windstream Revolver bear interest, at the option of Windstream Services, at a rate equal to SOFR plus a 0.10 percent credit spread adjustment with a floor of 1.00 percent plus a margin of 3.25 percent per annum for term benchmark loans or 2.25 percent for base rate loans subject to two step downs of 25 basis points each based on the achievement of certain first lien secured leverage ratios. Fees paid to creditors and other third-party costs incurred in connection with amending the Windstream Revolver of $3.5 million were deferred and are being amortized on a straight-line basis over the remaining contractual term of the Windstream Revolver.

During 2023 and 2022, Windstream Services borrowed $520.0 million and $405.0 million, respectively, under the Windstream Revolver, and repaid all of these borrowings by the end of the respective year. Considering letters of credit of $134.1 million, the amount available for borrowing under the Windstream Revolver was $335.2 million as of December 31, 2023 and $341.1 million as of September 30, 2024.

For the nine months ended September 30, 2024 and the year ended December 31, 2023, the variable interest rate on borrowings outstanding under the Windstream Revolver ranged from 8.95 percent to 9.46 percent and 7.93 percent to 10.75 percent, respectively, and the weighted average rate on amounts outstanding was 9.42 percent and 9.54 percent, respectively.

Interest — Hedging

Windstream Services has entered into two interest rate swaps to hedge a portion of its variable rate debt. As of December 31, 2023, including the effects of the interest rate swaps, approximately 80 percent of Windstream Services’ total long-term debt was fixed rate debt.

Windstream Senior First Lien 2031 Notes

General

On October 4, 2024, the Co-Issuers issued the Initial Windstream 2031 Notes pursuant to an indenture dated October 4, 2024, between Windstream Services, as issuer, Windstream Escrow Finance Corp., as co-issuer, and Wilmington Trust, National Association, as trustee and notes collateral agent (the “Windstream 2031 Notes Indenture”). The Initial Windstream 2031 Notes will mature on October 1, 2031, unless earlier repurchased or redeemed in accordance with their terms prior to that date.

On December 23, 2024, the Co-Issuers issued the Additional Windstream 2031 Notes, which form a single class of debt securities with, and are fungible with, the Initial Windstream 2031 Notes. The Additional Windstream Notes are governed by the Windstream 2031 Notes Indenture and will mature on October 1, 2031, unless earlier repurchased or redeemed in accordance with their terms prior to that date.

Interest

The Windstream 2031 Notes bear interest at a rate equal to 8.250%.

Redemption

Windstream Services may redeem the Windstream 2031 Notes (i) in whole or in part, at any time prior to October 1, 2027, at a price equal to 100.000% of the principal amount thereof, plus a make-whole premium, (ii) up to 40.0% of the principal amount thereof, with the proceeds of certain equity offerings, at any time prior to October 1, 2027 at a price equal to 108.250% of the principal amount thereof, (iii) in whole or in part, at any time on or after October 1, 2027 and prior to October 1, 2028, at a price equal to 104.125% of the

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principal amount thereof, (iv) in whole or in part, at any time on or after October 1, 2028 and prior to October 1, 2029, at a price equal to 102.063% of the principal amount thereof and (v) in whole or in part, at any time on or after October 1, 2029 at a price equal to 100.000% of the principal amount thereof, in each case, plus accrued and unpaid interest, if any, to but excluding the redemption date.

Guarantees; Security

The obligations in respect of the Windstream 2031 Notes are guaranteed on a senior secured basis by certain of the direct or indirect wholly-owned domestic subsidiaries of the Co-Issuers.

The obligations and guarantees in respect of the Windstream 2031 Notes are secured by security interests in the assets and properties of Windstream Services and of the subsidiaries of Windstream Services that are guarantors of the Windstream 2031 Notes, in each case subject to certain exceptions.

The respective rights of the lenders under the Windstream Credit Agreement and the holders of the Windstream 2031 Notes in the collateral securing such obligations are governed by the Windstream Intercreditor Agreement. If the Post-Closing Reorganization is completed, the Uniti Intercreditor Agreement will replace the Windstream Intercreditor Agreement and govern the respective rights of the lenders under the Windstream Credit Agreement and the holders of the Windstream 2031 Notes.

If the Post-Closing Reorganization is completed, each guarantor of the Windstream 2031 Notes and the Windstream Credit Facilities would become a guarantor of Uniti’s senior secured credit facility, Uniti’s senior secured notes, Uniti’s senior notes and certain other indebtedness of Uniti, if any, incurred prior to consummation of the Post-Closing Reorganization, and each guarantor of such indebtedness of Uniti would become a guarantor of the Windstream 2031 Notes and the Windstream Credit Facilities. See “Description of New Uniti Indebtedness—Legacy Uniti Indebtedness.”

Covenants

The Windstream 2031 Notes Indenture includes customary negative covenants, including covenants limiting Windstream Services and its restricted subsidiaries’ ability to, among other things, incur additional indebtedness, make restricted payments, dispose of assets, create liens on assets and engage in affiliate transactions, in each case subject to customary exceptions. The Windstream 2031 Notes Indenture also includes certain customary affirmative covenants.

Events of Default

Events of default under the Windstream 2031 Notes Indenture include nonpayment of interest, principal or premium when due, violation of covenants, certain defaults under other material debt, certain material judgments, certain guarantees ceasing to be in full force and effect, certain bankruptcy or insolvency events, liens ceasing to be valid and perfected or assertion of the invalidity thereof, in each case subject to customary threshold, notice and grace period provisions.

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THE MERGER

The following is a description of the material aspects of the Merger. While we believe that the following description covers the material aspects of the Merger, the description may not contain all of the information that is important to you. We encourage you to carefully read this entire document, including the Merger Agreement attached to this proxy statement as Annex A, for a more complete understanding of the Merger. Please see the subsection entitled “The Merger Agreement” below for additional information and a summary of certain terms of the Merger Agreement. You are urged to carefully read the Merger Agreement, as well as the other Transaction Agreements, in its entirety before voting on the Proposals. The discussion herein is qualified in its entirety by reference to such documents.

Overview of the Merger and Other Transactions

Prior to the consummation of the Closing, Uniti and Windstream have each agreed to undertake certain transactions in furtherance of the pre-closing reorganizations contemplated by the Merger Agreement.

The Windstream Rights Offering and Windstream Tender Offer

On September 26, 2024, Windstream commenced the Windstream Rights Offering pursuant to which all Windstream equityholders were be offered the right to purchase Rights Offering Warrants. The Rights Offering Warrants have substantially the same terms as the outstanding units of Windstream (including a right of first refusal and transfer restrictions). The Rights Offering Warrants have a 35-year term, to be exercised automatically immediately prior to the Closing, subject to receipt of the Pre-Closing Windstream Reorganization Regulatory Approvals. The Windstream Rights Offering subscription period expired on October 25, 2024. Concurrently with the commencement of the Windstream Rights Offering, Windstream launched the Windstream Tender Offer pursuant to which Windstream offered to purchase all outstanding units of Windstream from Windstream equityholders. As of the date of this proxy statement/prospectus, the Windstream Tender Offer remains open. Windstream may extend the Windstream Tender Offer at its discretion, and presently intends to do so until (i) receipt of the Pre-Closing Windstream Reorganization Regulatory Approvals and (ii) the affirmative vote of Uniti stockholders to approve the Merger Proposal. The proceeds from the Windstream Rights Offering will be used to fund the Windstream Tender Offer.

The Windstream Tender Offer and Windstream Rights Offering are intended to provide Windstream equityholders with liquidity for their outstanding units through the Windstream Tender Offer or an opportunity to participate in the funding of the Windstream Tender Offer by participating in the Windstream Rights Offering. All Windstream equityholders, other than Oaktree, which has agreed to sell all of its units in the Windstream Tender Offer (subject to Windstream’s right to reject up to 300,000 Windstream units tendered by Oaktree in certain circumstances), have been provided with the same options, including the option to decline both the Windstream Tender Offer and Windstream Rights Offering and to receive their pro rata portion of the New Uniti Common Stock, New Uniti Preferred Stock and New Uniti Warrants and the right to receive their pro rata portion of the Closing Cash Payment in connection with the Closing.

Oaktree has tendered its Windstream units in the Windstream Tender Offer (subject to Windstream’s right to reject up to 300,000 Windstream units tendered by Oaktree in certain circumstances), Nexus and certain Legacy Investors have subscribed for an amount of Rights Offering Warrants equal to their respective pro rata ownership amount, and Nexus has agreed to backstop any shortfall in buying demand needed to satisfy selling demand, after all over-subscriptions are allocated amongst Windstream equityholders that over-subscribed for Rights Offering Warrants. The completion of the Windstream Rights Offering and the Windstream Tender Offer are conditioned on receipt of the Pre-Closing Windstream Reorganization Regulatory Approvals and Uniti Stockholder Approval, but neither are conditioned on, or are a condition to, the Closing.

Windstream F Reorganization

After receipt or satisfaction of the Pre-Closing Windstream Reorganization Regulatory Approvals, New Windstream LLC will form New Windstream Topco, which will then form New Windstream Midco.

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Lastly, New Windstream Midco will form New Windstream Holdings II. Following the formation of New Windstream Holdings II, New Windstream LLC will elect to be treated as a corporation for U.S. federal income tax purposes. Thereafter, Windstream will cause the consummation of the F-Reorg Merger. The Windstream F Reorganization is intended to be treated as a reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “Code”). The definitive documents to effectuate the Windstream F Reorganization shall be treated as a plan of reorganization for purposes of Sections 354, 361 and 368 of the Code and Treasury Regulations Section 1.368-2(g).

In connection with the F-Reorg Merger, Windstream equityholders will receive common units of New Windstream LLC and warrants exchangeable for common units of New Windstream LLC, and New Windstream Holdings II (as successor to Windstream) will be automatically released from, and New Windstream LLC will be joined to, the Merger Agreement. Additionally, New Windstream Holdings II will succeed to Windstream’s obligation as guarantor and as “Holdings” under the Windstream Revolver, and New Windstream LLC will assume any outstanding awards under the Windstream MIP. The completion of the Windstream F Reorganization is a condition to Closing.

Windstream Internal Reorg Merger and Closing Date Equity Contributions

Prior to the Closing Date, New Windstream Midco will form Windstream New Holdings, which will then form Holdco. Holdco will then form Merger Sub.

On the Closing Date but prior to the Effective Time, New Windstream LLC will consummate the Internal Reorg Merger. As consideration for the Internal Reorg Merger, each New Windstream LLC equityholder will receive, in exchange for such equityholder’s New Windstream Units and New Windstream Warrants, its pro rata portion of (i) a number of shares of New Uniti Common Stock representing approximately 35.42% of the Pro Forma Share Total, (ii) New Uniti Warrants representing approximately 6.9% of the Pro Forma Share Total, (iii) shares of New Uniti Preferred Stock and (iv) the right to receive the Closing Cash Payment. Additionally, New Uniti will, through a series of transactions, contribute New Uniti Common Stock to Holdco, and Holdco will deposit or otherwise make available such New Uniti Common Stock to the Exchange Agent for the aggregate Merger Consideration. The Internal Reorg Merger is intended to be treated as a reorganization within the meaning of Section 368(a)(1)(F) of the Code. The definitive documents to effectuate the Windstream F Reorg shall be treated as a plan of reorganization for purposes of Sections 354, 361 and 368 of the Code and Treasury Regulations Section 1.368-2(g). The completion of the Internal Reorg Merger is a condition to Closing.

Pre-Closing Uniti Restructuring

Prior to the Closing, Uniti will undergo a reorganization in which, among other things, (i) Uniti will indirectly acquire the currently outstanding minority interest in Uniti Group LP, and (ii) certain Uniti subsidiaries will elect to be treated for U.S. federal income tax purposes as “disregarded entities” with respect to Uniti. (the “Pre-Closing Uniti Restructuring”). At the Closing, Merger Sub will merge with and into Uniti with Uniti continuing as the surviving company (the “Surviving Corporation”), with Uniti stockholders receiving the Uniti Merger Consideration in exchange for their shares of Uniti Common Stock. As a result of the Merger, each of Uniti and Windstream will become indirect, wholly owned subsidiaries of New Uniti.

Closing Transactions

Upon the Closing, the New Uniti Common Stock will be registered with the SEC and is expected to be listed and traded on Nasdaq under the symbol “UNIT.” Following the transaction, the Uniti Common Shares will be delisted from Nasdaq and deregistered under the 1934 Act, and Uniti will cease to be publicly traded and will cease filing periodic and other reports with the SEC.

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Following the Merger

[MISSING IMAGE: fc_consideration-bw.jpg]

Without giving effect to conversion of any outstanding convertible securities, the redemption or repurchase of the New Uniti Preferred Stock or the exercise of the New Uniti Warrants, Uniti stockholders and Windstream equityholders are expected to receive approximately 62% and 38% of the New Uniti Common Stock outstanding immediately following the Merger, respectively.

Merger Consideration

On the Closing Date but prior to the Effective Time, as a result of the Internal Reorg Merger, each New Windstream LLC equityholder will receive, in exchange for such equityholder’s New Windstream Units and New Windstream Warrants, its pro rata portion of (i) a number of shares of New Uniti Common Stock representing approximately 35.42% of the Pro Forma Share Total, (ii) New Uniti Warrants representing approximately 6.9% of the Pro Forma Share Total, (iii) shares of New Uniti Preferred Stock and (iv) the right to receive the Closing Cash Payment.

Pursuant to the Merger Agreement, at the Effective Time and as a result of the Merger, each issued and outstanding Uniti Common Share will automatically be (i) converted into the right to receive a number of shares of New Uniti Common Stock equal to the Exchange Ratio, without interest and subject to any withholding of taxes required by applicable law and (ii) cancelled and cease to have any rights except the right to receive the Uniti Merger Consideration upon surrender thereof. The “Exchange Ratio” will be obtained by dividing (i) the aggregate number of shares of New Uniti Common Stock (excluding shares in respect of Uniti Restricted Stock Awards) that would be issued to holders of Uniti Common Stock and holders of

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vested Uniti PSU Awards that have been granted under the Uniti Stock Plan as of the Effective Time if such holders were to receive, in respect of such securities, 57.680% of the Pro Forma Share Total by (ii) the aggregate number of Uniti Common Shares (excluding shares in respect of Uniti Restricted Stock Awards) issued and outstanding as of immediately prior to the Effective Time (including in respect of Uniti Common Shares subject to Uniti PSU Awards that have vested but not settled and any shares issued or issuable under any Excess Uniti Equity Awards (as defined in the Merger Agreement) (at target performance, to the extent applicable), but excluding certain other securities to properly apportion dilution).

For illustrative purposes only, assume there are (i) 242,443,090 shares of Uniti Common Stock issued and outstanding immediately prior to Closing (including those underlying vested Uniti PSU Awards, those issuable to repurchase equity of certain Uniti subsidiaries from third party holders and those issued or issuable under any Excess Uniti Equity Awards, but excluding certain other securities), which is the number of shares of Uniti Common Stock issued and outstanding (assuming all of the stock issuances described above would have occurred) as of January 9, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus, and (ii) 108,382,662 units of Windstream equity issued and outstanding (including those underlying the existing warrants issued by Windstream and certain Windstream equity awards, but excluding certain other equity awards that will be settled in cash at or prior to the Closing), which is the number of units of Windstream equity issued and outstanding (assuming the settlement of certain equity awards described above would have occurred) as of January 9, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus. The Exchange Ratio is calculated by first multiplying the outstanding units of Windstream equity (i.e., 108,382,662) by 136.29% (which is the “Pro Forma Share Total Factor,” calculated as 57.68% divided by (1-57.68%)), and then dividing that product by the aggregate number of shares of Uniti Common Stock then outstanding (i.e., 242,443,090). This would result in the Exchange Ratio being approximately 0.6093, and each outstanding share of Uniti Common Stock at the Effective Time would be converted into approximately 0.6093 shares of New Uniti Common Stock, with holders receiving cash in lieu of fractional shares. Therefore, without giving effect to conversion of any convertible securities or New Uniti Warrants to be issued in connection with the Merger, legacy Uniti stockholders would receive shares of New Uniti Common Stock, representing approximately 62% of New Uniti Common Stock outstanding immediately following the Merger, and legacy Windstream equityholders would receive shares of New Uniti Common Stock, representing approximately 38% of New Uniti Common Stock outstanding immediately following the Merger.

Additionally, as discussed above, legacy Windstream holders will receive the New Uniti Warrants representing 6.9% of the Pro Forma Share Total. Assuming the shares of New Uniti Common Stock underlying the New Uniti Warrants were fully issued at Closing, the aggregate amount of New Uniti Common Stock received by legacy Uniti stockholders and legacy Windstream equityholders would be approximately 58% and 42%, respectively. Any other issuances of New Uniti Common Stock following the Closing, including pursuant to the Windstream MIP, Converted PSUs and Converted Restricted Stock Awards (as defined in the Merger Agreement), would further dilute all New Uniti stockholders (including legacy Uniti stockholders and legacy Windstream equityholders) on a pro rata basis.

As a result of the transaction, each of Uniti and Windstream will be wholly owned subsidiaries of New Uniti, the Uniti stockholders will become holders of New Uniti Common Stock, and Windstream equityholders will become holders of New Uniti Common Stock, New Uniti Preferred Stock and New Uniti Warrants.

Background of the Merger

The following chronology summarizes certain key events and contacts that preceded signing of the Merger Agreement. It does not purport to catalogue every conversation or other action of or among the Uniti Board, members of Uniti management, Uniti’s representatives, the Windstream board of managers, members of Windstream management, Windstream’s representatives and other parties.

Uniti was spun off from Windstream to operate as a standalone company in April 2015. As part of the ongoing evaluation of its business, the Uniti Board and senior management of Uniti regularly reviewed and assessed Uniti’s operations, performance and strategic direction in light of the current business and economic environment. These reviews included discussions regarding long-term strategic plans and various potential opportunities available to Uniti that could further its strategic objectives and complement its

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competitive strengths in seeking to enhance stockholder value, including acquisitions of, or combinations with, other communications companies and other transactions that would have been contingent on a concurrent acquisition of all or a portion of Windstream’s assets or changes to the parties’ rights under the Windstream Lease. The Uniti Board’s goal was to ensure it was maximizing stockholder value in the context of Windstream’s position as Uniti’s sole tenant and uncertainty about Windstream’s long-term financial strength, which the Uniti Board believed negatively impacted Uniti’s potential value.

In 2019, Uniti engaged in discussions with Company A, a fiber infrastructure provider, regarding a potential transaction in which Uniti would acquire Company A and combine Uniti and Company A’s fiber businesses. A non-disclosure agreement (“NDA”) was executed and diligence had begun, but all discussions ended when Windstream entered into voluntary Chapter 11 bankruptcy on February 24, 2019.

Following Windstream’s entry into bankruptcy, Uniti and Windstream were involved in litigation regarding the Windstream Leases as part of the bankruptcy proceeding. Ultimately, Uniti’s Board determined that it should take a long-term strategic approach to settling the issues between the two companies and began discussions with a number of Windstream’s stakeholders, exploring potential ways to strengthen Windstream’s long-term competitive position following emergence. In the second half of 2020, Uniti reached a settlement with Windstream, which was approved by the bankruptcy court, and Windstream emerged from bankruptcy on September 21, 2020, with over $4 billion in debt discharged and $2 billion of new capital from certain Windstream stakeholders.

As part of the settlement, Uniti and Windstream agreed that upgrading the ILEC copper network to fiber would bring substantial value to both companies. Accordingly, both companies committed to invest substantial capital, and Uniti specifically agreed to invest up to an aggregate of $1.75 billion to upgrade its network, including long-term fiber and related assets in certain Windstream ILEC and CLEC properties, over the term of the amended and restated master leases. Specifically, Uniti and Windstream bifurcated the original master lease agreement and entered into two structurally similar master leases, consisting of the ILEC MLA (as defined below) that governs Uniti-owned assets used for Windstream’s ILEC operations and the CLEC MLA (as defined below) that governs Uniti-owned assets used for Windstream’s CLEC operations. The original master lease agreement was bifurcated to enhance and maximize Windstream’s strategic optionality should it choose to separate the ILEC and CLEC businesses at some point in the future. As part of the settlement, Uniti acquired $45 million of on-net fiber revenue and access to 2.2 million fiber strand miles from Windstream and agreed to pay $400 million in quarterly cash installments paid to Windstream over five years, at an annual interest rate of 9%.

Following Windstream’s emergence from bankruptcy, Uniti and Company A resumed discussions in the second half of 2020, this time regarding a potential transaction in which Company A would acquire Uniti, with the goal of combining the fiber assets of Uniti and Company A.

On November 17, 2020, Company A made an offer to acquire Uniti for $12.50 per share. The Uniti Board, in consultation with Uniti’s legal and financial advisors, determined that the proposal was not in the best interest of Uniti’s stockholders at such time and did not reflect the significant benefits that would accrue from combining the businesses. The Uniti Board therefore encouraged Company A to increase its valuation.

On June 11, 2021, Company A increased its offer to $14.50 per share, contingent upon Company A also being able to acquire Windstream. The Uniti Board again determined that Company A’s valuation was not in the best interest of Uniti’s stockholders at such time, including based on a valuation analysis conducted with its financial advisors that indicated Uniti’s value was in excess of $20.00 per share. An NDA was executed, however, and Company A was permitted to begin due diligence to potentially support a higher valuation.

On July 22, 2021, Company F submitted a non-binding proposal to acquire all of the equity of Windstream for $5 billion, on a debt-free, cash-free basis, and Windstream and Company A entered into an NDA on the same day. On July 28, 2021, Windstream and Company F, an affiliate of Company A, entered into a confidentiality agreement to evaluate and negotiate the potential transaction. On a combined basis, Company A offered to pay approximately $13.6 billion (or approximately a 7.7x multiple on trailing EBITDA) for all outstanding equity of both Uniti and Windstream.

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While discussions with Company A were ongoing, Uniti was also engaging in discussions with Companies B, C, D and E regarding a potential transaction in which one of such entities would acquire the ILEC MLA and underlying Kinetic network from Uniti while also acquiring all of the outstanding equity of Windstream. In the fourth quarter of 2021, Uniti engaged in numerous discussions with these entities regarding the Uniti-related portion of such transaction, and in December 2021, Company E emerged as the leading bidder with a non-binding proposal of $5.6 billion for Uniti’s ILEC MLA and underlying network.

During this time, Company E was simultaneously in discussions to acquire Windstream, as it sought to recombine Windstream and the underlying ILEC network assets. On February 11, 2022, Company E submitted to Windstream a non-binding proposal for the potential acquisition of all of the equity of Windstream for $4.5 billion, on a debt-free, cash-free basis. Windstream rejected Company E’s offer on that same day.

On April 12, 2022, Company E submitted to Windstream a non-binding proposal for the potential acquisition of all of the equity of Windstream for $4.7 billion, on a debt-free, cash-free basis, that was not conditioned on separate transactions with Uniti.

On April 21, 2022, Company E, Windstream and Uniti reached tentative agreement on value for both the ILEC MLA and underlying network and Windstream, and the parties entered into a mutual NDA to discuss such Company E proposals. On a combined basis, Company E agreed to pay approximately $10.3 billion (or approximately a 7.1x multiple on trailing EBITDA) for the ILEC MLA and underlying network plus all of the outstanding equity of Windstream. Uniti would have continued to own and operate its existing fiber business as a substantially deleveraged, publicly traded, pure-play fiber company.

On April 21, 2022, Company A made a non-binding proposal of $16.50 per share to acquire Uniti (equivalent to an approximately 10.0x multiple on trailing EBITDA, which would have resulted in an implied value of $14.0 billion, or a 7.9x multiple on trailing EBITDA, if Company A were to acquire both Uniti and Windstream). Uniti informed Company A that it was not prepared to accept its offer at that time but encouraged Company A to conduct further in-depth due diligence which would potentially lead Company A to increase its offer. The Uniti Board determined at the time that the proposed transaction with Company E would have resulted in superior value to the current proposal from Company A due to its determination that separate transactions for different segments of the business would extract more value for Uniti and its stockholders.

On May 31, 2022, Windstream received a non-binding proposal from Company A to acquire Windstream’s Enterprise and Wholesale segments for $2.2 billion (or a 9.1x multiple on trailing EBITDA).

Around this same time in the first half of 2022, the global bond market suffered a significant collapse and corporate borrowing transactions became extremely challenging. On May 18, 2022, Company E lowered its bid for the ILEC MLA and underlying network to $4.8 billion citing the depressed credit market environment as the reason it could no longer honor its prior offer. Subsequently, in June of 2022, Uniti informed Company E that it was not willing to move forward at the new discounted valuation. Additionally, Company A did not respond to Uniti’s offer of further due diligence and, on June 15, 2022, Company A informed Windstream that it was no longer interested in pursuing a deal for its Enterprise and Wholesale segments at that time.

On November 1, 2022, Uniti contacted Windstream’s representatives regarding a possible transaction between Uniti and Windstream that was expected to be more likely to be feasible in the then-current financing environment. Uniti’s proposed structure allowed Uniti to spin-off all of its assets other than the ILEC MLA to its stockholders and subsequently recombine the ILEC MLA with Windstream’s business. The proposed structure would have resulted in a company that included both the Windstream operating business and the ILEC MLA, with two credit silos beneath the parent company. The proposed transaction was structured as a reverse merger of Windstream into Uniti, with Windstream being the ultimate acquirer. Windstream responded to this proposal on January 4, 2023 that the economic terms of the offer were not acceptable, and proposed an alternative transaction structure.

During the period following Windstream’s emergence from bankruptcy, Uniti also received regular expressions of interest in its Uniti fiber and Uniti leasing business, excluding the ILEC MLA. Beginning in

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early 2023, the Uniti Board decided to evaluate that interest and discussed the potential opportunity for, if such a sale were successful, the remaining Uniti business to either acquire Windstream (using the cash proceeds from the sale, plus the ILEC MLA) or remain as a publicly traded REIT with a substantially deleveraged balance sheet. Uniti received non-binding indications of interest from multiple potential bidders with valuations ranging from $2.2 billion to $3.0 billion (or 10.0x – 20.0x trailing EBITDA for the Uniti fiber and Uniti leasing business and in some cases 5.9x – 7.6x for the CLEC MLA EBITDA, based on cash EBITDA rather than GAAP EBITDA).

In June 2023, Company G made a non-binding proposal to form a joint venture with Uniti, valuing the fiber business and the CLEC MLA at $3 billion (or a combined 10x EBITDA). Under this structure, Uniti and Company G, a publicly traded company, would each contribute their respective fiber businesses to a joint venture vehicle, and in exchange Uniti would receive cash and a minority stake in the joint venture. Company G would be the majority partner, and the joint venture vehicle would be a subsidiary of Company G. If Uniti had pursued this option, Uniti would have remained as a publicly traded company with the ILEC MLA, a deleveraged balance sheet and a minority ownership in a sizeable fiber joint venture.

Additionally, in February 2023, Windstream launched a process to sell its Wholesale business in a transaction that may have required Uniti to consent to a sublease of its CLEC fiber network to the new buyer. On July 2, 2023, Company F submitted a non-binding proposal to acquire the Wholesale business from Windstream for $600 million in cash, subject to the requirement that the parties enter into a sublease of the CLEC MLA with assumption of the lease to occur after some period of time. Ultimately, the parties could not reach agreement and discussions ended in September 2023.

After years of exploring potential strategic transactions, numerous conversations with potential acquirers and other stakeholders, and with knowledge of the transactions previously pursued by Windstream, the Uniti Board ultimately concluded that:

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the industrial logic of combining Uniti and Windstream was clear, including the growing fiber-to-the-home market, the combination of Uniti’s fiber business with Windstream’s Wholesale business and the potential to recoup investments Uniti had made in Windstream as part of the settlement of the litigation that was part of Windstream’s bankruptcy;

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based on prior offers from numerous third parties, such a combination would deliver significant value to the party able to affect such a combination;

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following the combination, the combined company would be in a stronger position to contemplate and consummate additional value-creating transactions as the complexity of the Windstream Leases would be reduced; and

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potential acquirers would be in a stronger position to finance an offer that would represent full value to Uniti stockholders.

For the reasons above and those set forth in the section below titled ‘‘— Recommendation of the Uniti Board and Uniti's Reasons for the Merger”, in the second half of 2023, the Uniti Board determined that the best path forward for Uniti and its stockholders was to recombine Uniti with Windstream in order to execute on opportunities that would only be feasible if one entity owned all rights to the CLEC MLA, ILEC MLA and the businesses of both companies.

On October 4, 2023, the Uniti Board met to discuss the potential acquisition of Windstream and discussed the initial proposed terms of the transaction. The Uniti Board determined that Uniti should pursue the acquisition and authorized Mr. Kenny Gunderman, the Chief Executive Officer of Uniti, to approach Windstream’s management with the proposed terms.

On October 10, 2023, Mr. Gunderman met via teleconference with Mr. Tony Thomas, the then-Chief Executive Officer of Windstream, to discuss the possibility of Uniti acquiring Windstream. Mr. Gunderman sent to Mr. Thomas the key financial terms of Uniti’s proposal, which implied an enterprise value of Windstream of $4 billion, and contemplated a $1 billion cash payment to legacy Windstream equityholders to repurchase Windstream equity which would be funded via a preferred stock offering (the “PIPE”) or asset sales and, based on each company’s respective valuation and prior to the $1 billion cash payment, 17% of the common stock of the combined company for Windstream equityholders.

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On October 11, 2023, Mr. Gunderman discussed with Mr. Johannes Weber, a member of Windstream’s board of managers and portfolio manager of Elliott, whether Elliott would be willing to consider a proposal by Uniti to acquire Windstream.

On October 14, 2023, Mr. Weber agreed with Mr. Gunderman that it made sense for Uniti, Windstream and Elliott to proceed with discussions and agreed via email to do so on a confidential basis. A formal confidentiality agreement between Uniti, Windstream and Elliott was ultimately executed on December 6, 2023.

On October 14, 2023, Mr. Gunderman updated the Uniti Board on his recent discussions and Elliott’s interest in participating in a potential transaction.

On October 17, 2023, Mr. Gunderman sent to Mr. Weber the key financial terms of Uniti’s proposal (which had previously been shared with Mr. Thomas on October 10th). Mr. Gunderman and Mr. Weber had a discussion via teleconference during which Mr. Weber, on behalf of Windstream and Elliott, expressed interest in a potential transaction in which Elliott continued as an equityholder in the combined company, though noted that they disagreed with Uniti’s proposed valuation. Mr. Weber suggested to Mr. Gunderman that Mr. Gunderman speak with other large equityholders of Windstream.

Following this conversation, as suggested by Mr. Weber, Mr. Gunderman held meetings via teleconference with representatives of other large Windstream equityholders that each expressed interest in a potential transaction.

On October 27, 2023, Mr. Gunderman met with Mr. Weber via teleconference, during which Mr. Gunderman indicated that Uniti required a response quickly on Windstream’s interest in pursuing the potential transaction, noting that they planned to pursue other strategic opportunities if Windstream declined. Mr. Weber confirmed Windstream’s desire to move quickly and invited Mr. Gunderman to meet in person in New York City the following week.

Following these conversations, Mr. Gunderman updated Mr. Francis X. Frantz, the Chairman of the Uniti Board, on his discussions with representatives of Windstream, Elliott and the other Windstream equityholders.

On October 31, 2023, Mr. Weber and Mr. Dave Miller, a partner and senior portfolio manager of Elliott, sent their own proposal to Mr. Gunderman, which the parties discussed that evening. Mr. Weber and Mr. Miller proposed Windstream’s equityholders receive 74% of the common stock of the combined company based on each company’s respective valuation, and prior to the $1 billion cash payment to legacy Windstream equityholders to repurchase Windstream equity at the closing. They also indicated that Elliott and other Windstream equityholders may be willing to accept preferred stock in lieu of a portion of the cash payment. Mr. Gunderman informed Mr. Weber and Mr. Miller that this ownership split was too favorable to Windstream’s equityholders and noted that Windstream’s public rhetoric related to the lease renewal was inaccurate and had an adverse effect on Uniti’s value, and any acquisition proposal would need to account for that effect.

On November 3, 2023, Elliott sent a revised proposal to Uniti proposing that Windstream equityholders receive 59% of the common stock of the combined company based on each company’s respective valuation, and prior to the $1 billion payment to legacy Windstream equityholders to repurchase Windstream equity at the closing. They also proposed that Elliott receive its pro rata portion of the $1 billion cash payment via preferred stock and warrants instead of cash, which would reduce the amount of cash for Uniti to raise from third-party investors. The preferred stock would be issued with a 12% dividend rate and warrants representing 12% of the common stock of the combined company, each of which were on the high end of potential PIPE terms that Uniti had included in its initial October 10 proposal. Mr. Gunderman held a call with Mr. Weber and Mr. Miller to discuss these terms and ultimately rejected the proposal on the basis that the value was still too favorable for Windstream’s equityholders as compared to Uniti’s stockholders.

Following the November 3, 2023 conversation, Mr. Gunderman spoke with Mr. Weber and Mr. Miller and proposed that Uniti stockholders receive 65% of the common stock of the combined company based on each company’s respective valuation, and prior to the $1 billion payment to legacy Windstream equityholders to repurchase Windstream equity at the closing. He also indicated that Uniti would be open

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to issuing preferred stock to certain Windstream equityholders in lieu of paying cash if based on agreeable terms, which would reduce the amount of preferred stock available for third parties in the PIPE. Mr. Weber and Mr. Miller advised Mr. Gunderman that the proposed ownership split for Windstream equityholders was not acceptable.

On November 6, 2023, Mr. Gunderman updated the Uniti Board and explained the proposed value split between Uniti stockholders and Windstream equityholders set forth in Elliott’s and Uniti’s latest proposals.

On November 8, 2023, Uniti sent a revised proposal to Elliott proposing, among other terms, that Uniti stockholders receive 55% of the common stock of the combined company based on each company’s respective valuation, and prior to the $1 billion payment to legacy Windstream equityholders to repurchase Windstream equity at the closing. Uniti also proposed giving an unspecified portion of the PIPE to Windstream’s equityholders in lieu of cash. Mr. Gunderman again spoke via teleconference with Mr. Weber and Mr. Miller to review these revised terms.

On November 17, 2023, Elliott sent a revised proposal to Uniti proposing, among other terms, that Windstream equityholders would receive 55% of the common stock of the combined company based on each company’s respective valuation, and prior to the $1 billion payment to legacy Windstream equityholders to repurchase Windstream equity at the closing. Elliott also proposed that $600 million of the PIPE be issued to certain Windstream equityholders in lieu of cash, with the terms of the preferred stock including a 12% dividend rate and warrants representing 7.2% of the combined company common stock but otherwise matching the terms Uniti was able to obtain from third party PIPE investors. Mr. Gunderman again spoke with Mr. Miller and Mr. Weber via teleconference to review these terms.

On November 20, 2023, Uniti sent a revised proposal to Elliott which included Uniti stockholders receiving 52.5% of the common stock of the combined company based on each company’s respective valuation, and prior to the $1 billion payment to legacy Windstream equityholders to repurchase Windstream equity at the closing. Uniti also proposed that $250 million of the PIPE be issued to certain Windstream equityholders in lieu of cash, with terms including warrants representing 3% of the combined company common stock but otherwise matching the terms (including the dividend rate) Uniti was able to obtain from third party PIPE investors. Windstream equityholders would also have the option to receive up to an additional $250 million of the PIPE in lieu of cash but without additional warrants and solely on terms that match those of third-party investors. Mr. Gunderman again spoke with Mr. Miller and Mr. Weber via teleconference to review the revised terms. Later that day, Mr. Gunderman sent this proposal to the Uniti Board and provided a summary of the back-and-forth proposals on ownership splits from each party as outlined in the paragraphs above.

On November 22, 2023, Elliott sent a revised proposal to Uniti, which included Windstream equityholders receiving 52.5% of the common stock of the combined company based on each company’s respective valuation, and prior to the $1 billion payment to legacy Windstream equityholders to repurchase Windstream equity at the closing. Elliott also proposed that $550 million of the PIPE be issued to certain Windstream equityholders in lieu of cash, with terms including a 12% dividend rate and warrants representing 6.6% of the combined company common stock but otherwise matching the terms Uniti was able to obtain from third party PIPE investors. Mr. Gunderman met with Mr. Miller and Mr. Weber via teleconference to review their proposal.

On November 24, 2023, Uniti sent a revised proposal to Elliott, and the parties again met via teleconference to discuss the proposal. This proposal maintained that Uniti’s stockholders would receive 52.5% of the common stock of the combined company based on each company’s respective valuation, and prior to the $1 billion payment to legacy Windstream equityholders to repurchase Windstream equity at the closing, but Uniti agreed to issue $500 million of the PIPE to certain Windstream equityholders in lieu of cash, with terms including warrants representing 6% of the combined company common stock but otherwise matching the terms (including the dividend rate) Uniti was able to obtain from third party PIPE investors.

On November 27, 2023, Elliott responded with a revised proposal to Uniti maintaining Elliott’s prior stance for Windstream equityholders to receive 52.5% of the common stock of the combined company based on each company’s respective valuation, and prior to the $1 billion payment to legacy Windstream

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equityholders to repurchase Windstream equity at the closing. Elliott also proposed that Windstream equityholders be issued $425 million of the PIPE in lieu of cash, with terms including a 12% dividend rate and warrants representing 5.1% of the combined company common stock but otherwise matching the terms Uniti was able to obtain from third party PIPE investors. Windstream equityholders would also be given the option to receive up to an additional $125 million of the PIPE in lieu of cash but without warrants and solely on terms that match those of third-party investors. The parties convened once again via teleconference to discuss these terms.

Later on November 27, 2023, Uniti delivered a revised proposal to Elliott, and Mr. Gunderman, Mr. Miller and Mr. Weber reconvened via teleconference to discuss the key terms of the potential transaction. In this revised proposal, Uniti stockholders would receive 51% of the common stock of the combined company based on each company’s respective valuation, and prior to the $1 billion payment to legacy Windstream equityholders to repurchase Windstream equity at the closing. Additionally, Windstream equityholders would be issued $350 million of the PIPE in lieu of cash, with terms including warrants representing 4.2% of the combined company common stock but otherwise matching the terms (including the dividend rate) Uniti was able to obtain from third party PIPE investors, along with the option to receive an additional $150 million of the PIPE without warrants and solely on terms that match those of third-party investors.

On November 28, 2023, Elliott delivered a revised proposal to Uniti, which included Windstream equityholders receiving 51% of the common stock of the combined company based on each company’s respective valuation, and prior to the $1 billion payment to legacy Windstream equityholders to repurchase Windstream equity at the closing, but maintained its prior proposal for Windstream equityholders to receive $425 million of the PIPE in lieu of cash, with terms including a 12% dividend rate and 5.1% warrants but otherwise matching the terms Uniti was able to obtain from third party PIPE investors, plus the option to receive an additional $125 million of the PIPE solely on terms that match those of third-party investors.

On November 29, 2023, the parties agreed that Uniti stockholders would receive 50.1% of the common stock of the combined company based on each company’s respective valuation, and prior to the $1 billion payment to legacy Windstream equityholders to repurchase Windstream equity at the closing. Additionally, Windstream equityholders would be issued $400 million of the PIPE in lieu of cash, with terms including warrants representing 4.8% of the combined company common stock but otherwise matching the terms (including the dividend rate) Uniti was able to obtain from third party PIPE investors, plus an option for Windstream equityholders to receive up to an additional $175 million of the PIPE solely on terms that match those of third-party investors. Later that day, Mr. Gunderman updated the Uniti Board and confirmed that the parties had reached a verbal agreement and summarized the key terms described above.

In late November 2023, Windstream engaged Goldman Sachs and Morgan Stanley to act as financial advisors in connection with the potential transaction. The determination to engage Goldman Sachs and Morgan Stanley as Windstream’s financial advisors was based on, among other things, each of Goldman Sachs’ and Morgan Stanley’s qualifications, experience, reputation and familiarity with Windstream.

On December 5, 2023, Uniti, on behalf of the Uniti Board, engaged J.P. Morgan to act as a financial advisor and provide a fairness opinion in connection with the potential transaction. The determination to engage J.P. Morgan as Uniti’s financial advisor was based on, among other things, J.P. Morgan’s qualifications, experience and reputation and J.P. Morgan’s familiarity with Uniti.

On December 7, 2023, Davis Polk, counsel for Uniti, delivered the initial draft of the Merger Agreement to Debevoise, counsel for Windstream. Approximately one week later, on December 15, 2023, a meeting between representatives of Davis Polk, Debevoise and each company’s auditor was convened by videoconference to discuss potential transaction structures and related tax issues.

On December 9, 2023, Uniti management was given access to the virtual data room containing diligence materials on Windstream, and each party launched their respective diligence processes during the month of December.

During the month of December, representatives of Windstream, Uniti and one of Uniti’s financial advisors met on several occasions via teleconference to discuss Windstream’s forecasts.

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On December 27, 2023, Mr. Gunderman updated the Uniti Board on the due diligence process, the PIPE outreach process, findings with respect to potential synergies and discussions related to the proposed tax structure, among others.

On December 29, 2023, Debevoise delivered to Davis Polk a document setting forth proposed post-transaction governance and liquidity arrangements that would be applicable to large rollover Windstream equityholders. The parties then exchanged various drafts of this document through February 15, 2024.

On December 30, 2023, representatives of Uniti’s and Windstream’s respective financial advisors met to coordinate the processes for the merger transaction and the PIPE.

Over the next few months until the signing of the Merger Agreement, Mr. Gunderman regularly held calls with the Chairman of the Uniti Board to provide updates on the status of negotiations, the anticipated timeline to signing and changes to key transaction terms.

On January 2, 2024, Davis Polk delivered the initial draft of the Stockholders Agreement to Debevoise, which responded to the draft governance and liquidity document that had been exchanged with Debevoise.

On January 4, 2024, representatives of Davis Polk and Debevoise convened via videoconference to discuss the terms of the Stockholders Agreement described above.

On January 8, 2024, Debevoise returned a revised draft of the Merger Agreement to Davis Polk, and on January 9, 2024, Davis Polk delivered initial drafts of a subscription agreement to be used in the PIPE transaction, the Warrant Agreement and the terms of the preferred stock to Debevoise.

On January 10, 2024, the Uniti Board held a call to discuss the status of negotiations between the parties and the broader transaction timeline.

In mid-January 2024, Uniti launched the marketing process of the PIPE and entered into non-disclosure agreements with approximately 15 potential investors, and throughout January, February and March 2024, these parties conducted due diligence on Uniti and the transaction.

On January 23, 2024, representatives of Uniti’s and Windstream’s respective financial advisors (but, for the avoidance of doubt, not including J.P. Morgan or Stephens) met via teleconference to discuss Windstream’s forecasts.

From January to April 2024, Uniti, Windstream and their respective advisors continued to have in-depth discussions regarding financial, business and legal due diligence matters.

On February 1, 2024, Mr. Gunderman updated the Uniti Board on the PIPE process, governance matters, the due diligence process, the status of the various transaction documents and the communications plan for the announcement of the transaction, among others.

Davis Polk sent an initial draft of the Elliott Unitholder Agreement to Debevoise on February 13, 2024 and a revised draft of the Merger Agreement on February 28, 2024, and representatives of Davis Polk and Debevoise exchanged various drafts of the PIPE transaction documents and other transaction agreements throughout February and March 2024. During this time, the key issues being negotiated in the Merger Agreement included the amount and scope of the termination fees, restrictions on paying dividends between signing and closing, limitations on the Uniti Board’s ability to accept a superior proposal and control over regulatory filings. The key issues negotiated in the Unitholder Agreements over the next few months included the scope of released claims, equity transfer restrictions, scope of the non-solicit provision and the level of regulatory undertaking required of individual equityholders. The key issues negotiated in the PIPE transaction documents were the dividend rate, redemption features, the amount of warrants, dividend participation rights and the exercise period.

On February 16, 2024, various media outlets reported on a potential transaction between Uniti and Windstream. Following these reports, various strategic counterparties contacted Uniti management expressing interest in discussing potential strategic opportunities for the combined company following the closing of the transaction.

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On February 27, 2024, the Uniti Board convened a meeting by teleconference, with members of Uniti management in attendance, to discuss the strategic rationale and expected synergies of the transaction, certain financial information provided by Windstream and the PIPE transaction and potential investors.

On March 4, 2024, representatives from Davis Polk and Debevoise convened via teleconference to discuss potential transaction structures, including the PIPE, the Windstream Rights Offering and the Windstream Tender Offer.

On March 20, 2024, despite interest from numerous potential investors, Uniti decided that it was not in the best interests of the parties to continue pursuing third party PIPE financing. During the PIPE marketing period, Uniti’s debt securities improved materially and became a more attractive source of financing from an execution and cost of capital perspective. The parties determined that, in lieu of raising $1 billion through the PIPE, Windstream’s equityholders would receive a reduced cash payment of $425 million (to be funded through incremental debt financing by Uniti) and the remaining $575 million of consideration would be in the form of the preferred stock and warrants representing 6.9% of the combined company’s common stock (with the cash option being reduced by any amounts that would be payable to settle Windstream’s equity awards). Windstream equityholders would receive 38% of the common stock of the combined company (with such percentages excluding the effect of the warrants to be issued). The negotiated terms of the preferred were informed by the indications of interest from potential PIPE investors, and Uniti determined that the terms of the negotiated preferred to be received by Windstream equityholders were superior to those that could be obtained from potential new PIPE investors.

On March 29, 2024, Mr. Gunderman updated the Uniti Board on the proposed transaction timeline and status of negotiations. The Uniti Board then held a call with Uniti management on April 3, 2024 to discuss these updates as well as the potential engagement of a local financial advisor.

On April 4, 2024, Davis Polk delivered an initial draft of the Voting Agreement to Debevoise, pursuant to which Elliott would commit to vote all of its shares of Uniti Common Stock in favor of the Merger and related proposals, and the parties exchanged various drafts of the Voting Agreement and other transaction agreements prior to May 3, 2024. The key issues negotiated in the Voting Agreement included the scope of the matters required to be voted on, transfer restrictions on the stockholder’s Uniti Common Stock and scope of the proxy granted to Uniti.

On April 5, 2024, representatives of Davis Polk and Debevoise convened via videoconference to discuss the terms of the Stockholders Agreement described above.

Between April 6, 2024 and April 14, 2024, Davis Polk and Debevoise exchanged various issues lists pertaining to outstanding issues in the Merger Agreement and the Stockholders Agreements, including (i) obligations and conditions related to Uniti financing the Closing Cash Payment and its transaction expenses, (ii) the payment of certain termination fees and remedies, (iii) treatment of the Windstream equity awards, (iv) post-closing benefits, (v) certain interim operating covenants, (vi) standstill restrictions for certain stockholders following the Closing and (vii) transfer restrictions for certain stockholders following the Closing.

On April 8, 2024, Mr. Gunderman sent to the Uniti Board the proposed communications materials for the announcement of the transaction and provided a brief update on the status of the transaction.

On April 9, 2024, Debevoise delivered the initial draft of the Registration Rights Agreement to Davis Polk, and the parties exchanges various drafts of the document over the next few weeks along with the other transaction documents.

On April 9, 2024, Davis Polk sent to Cravath, Swaine & Moore LLP (“Cravath”), counsel to the lenders, initial drafts of the Commitment Letter, Fee Letter and Engagement letter for the debt financing. Over the course of the next few weeks prior to signing the definitive agreements, Davis Polk and Cravath exchanged various drafts of the documents for the debt financing and the Merger Agreement.

Over the next three weeks, representatives of Davis Polk, Debevoise and Ropes & Gray LLP (“Ropes & Gray”), counsel to the Legacy Investors, continued to exchange various drafts of the transaction agreements, and representatives of the parties’ legal and financial advisors held meetings to discuss the remaining

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issues, including (i) obligations and conditions related to Uniti financing the Closing Cash Payment and its transaction expenses, (ii) the calculation of the Exchange Ratio, (iii) limitations on certain interim operating covenants, among others, (iv) appropriate efforts standards with respect to regulatory filings and cooperation for certain Windstream equityholders, (v) standstill and transfer restrictions for certain stockholders following the Closing, (vi) the terms of the Registration Rights Agreement, (vii) with respect to the preferred stock, dividend rates, the combined company’s redemption right and redemption price, change of control provisions and voting rights, (viii) with respect to the warrants, the number of shares underlying the warrants, the duration of the warrants and participation rights of warrant holders.

On April 16, 2024, Mr. Gunderman updated the Uniti Board on the status of the transaction documents and overall transaction timeline.

On April 19, 2024, Uniti, on behalf of the Uniti Board, engaged Stephens to provide an additional fairness opinion in connection with the potential transaction due to, among other things, Stephens’ qualifications, experience and reputation, particularly locally, and Stephens’ familiarity with Uniti.

On April 24, 2024, the Uniti Board convened a meeting by teleconference, with members of Uniti management and representatives of Davis Polk, J.P. Morgan and Stephens in attendance. Members of Uniti management and representatives of Davis Polk delivered to the Uniti Board an overview of the directors’ fiduciary duties and a summary of the key terms of the transaction agreements, and representatives of J.P. Morgan and Stephens each presented an overview of their respective financial analyses of the transaction.

From April 24 to April 28, 2024, representatives of Davis Polk, Debevoise and Ropes & Gray continued to negotiate and work to finalize the various transaction agreements and prepare for signing.

On April 28, 2024, the Uniti Board convened a meeting by teleconference, with members of Uniti management and representatives of Davis Polk, J.P. Morgan and Stephens in attendance. Members of Uniti management and representatives of Davis Polk provided an overview of key updates to the terms of the transaction agreements and discussed the material remaining open issues, including certain obligations related to the financing, the closing condition related to the receipt of the Revolving Credit Facility Consent and the trigger for the payment of the Financing Termination Fee. Representatives of J.P. Morgan and Stephens each rendered their respective oral opinions to the Uniti Board that, as of that date and based upon and subject to the assumptions made, procedures followed and matters considered in, and limitations on, the review undertaken by J.P. Morgan and Stephens, as applicable, in preparing their respective opinions, the Exchange Ratio was fair, from a financial point of view, to the holders of Uniti Common Stock. Lastly, the Uniti Board and members of Uniti management proposed suspending Uniti’s dividend in anticipation of signing the definitive transaction agreements given Uniti’s obligations thereunder. Following such discussion, the Uniti Board unanimously approved the Merger, for the reasons described in the section titled “—Recommendation of the Uniti Board and Uniti’s Reasons for the Merger” below and resolved to recommend the Merger to Uniti’s stockholders, and also approved the suspension of the dividend.

Following the April 28 meeting through May 2, 2024, the parties and their representatives continued to exchange revised versions of all transaction agreements in order to address comments related to certain non-economic concerns raised by certain of Windstream’s equityholders, and Mr. Gunderman informed the Uniti Board of this delay in the evening of April 28, 2024.

On May 2, 2024, the Uniti Board convened a meeting by teleconference, with members of Uniti management and representatives of Davis Polk, J.P. Morgan and Stephens in attendance. The Uniti Board declared a $0.15 dividend payable in June 2024, which was expected to be the last dividend paid to Uniti stockholders prior to the closing of the transaction, and representatives of Davis Polk and Uniti management confirmed to the Uniti Board that all open issues related to the transaction agreements had been resolved and provided an overview of the revised terms of the agreements. Representatives of J.P. Morgan and Stephens each rendered their respective oral opinions (which were subsequently confirmed by delivery of written opinions dated as of, in the case of Stephens, May 2, 2024, and in the case of J.P. Morgan, May 3, 2024) to the Uniti Board that, as of that date and based upon and subject to the assumptions made, procedures followed and matters considered in, and limitations on, the review undertaken by J.P. Morgan and Stephens, as applicable, in preparing their respective opinions, the Exchange Ratio was fair, from a financial point of view, to the holders of Uniti Common Stock. Following such discussion, the Uniti

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Board unanimously approved the Merger, for the reasons described in the section titled “— Recommendation of the Uniti Board and Uniti’s Reasons for the Merger” below and resolved to recommend the Merger to Uniti’s stockholders.

Shortly following this meeting, early in the morning on May 3, 2024, the parties executed the Merger Agreement and certain other transaction agreements. Before the opening of Nasdaq normal trading hours on May 3, 2024, the parties issued a joint press release announcing the execution of the Merger Agreement.

Recommendation of the Uniti Board and Uniti’s Reasons for the Merger

At a meeting of the Uniti Board held on May 2, 2024, the Uniti Board unanimously determined (i) that the Merger Agreement and the other Transaction Agreements and the actions and transactions contemplated thereby, including the Merger, the Charter Amendment and the pre-closing Uniti restructuring, are in the best interests of, Uniti and its stockholders, (ii) that the actions and transactions contemplated by the Merger Agreement and the other Transaction Agreements on the terms and conditions thereof, including the Merger, the Charter Amendment and the pre-closing Uniti restructuring are advisable, (iii) that the approval of the Merger, the Charter Amendment, the pre-closing Uniti restructuring and the other actions and transactions contemplated by the Merger Agreement and the other Transaction Agreements on the terms and conditions thereof shall be submitted to the Uniti stockholders for consideration at the Special Meeting, (iv) to recommend that the Uniti stockholders approve the Merger, the Charter Amendment, the pre-closing Uniti restructuring and the other actions and transactions contemplated by the Merger Agreement and the other Transaction Agreements, and (v) to approve the Merger Agreement and the other Transaction Agreements (including the Unitholder Agreements, the Voting Agreement, the Stockholder Agreements and the Registration Rights Agreement). On May 16, 2024, the Committee, through a written consent signed by all of the members of the Committee, determined that it is in the best interests of Uniti to grant the Special Equity Grants and approved such Special Equity Grants, which are the subject of the Advisory Compensation Proposal. On October 9, 2024, the Uniti Board, through a written consent signed by all the directors, unanimously determined (i) that the Delaware Conversion (as defined below) and the Plan of Conversion (as defined below) are in the best interests of Uniti and its stockholders, (ii) that the Delaware Conversion and the Plan of Conversion are advisable, (iii) that the Delaware Conversion and the Plan of Conversion shall be submitted to the Uniti stockholders for consideration at the Special Meeting, (iv) to recommend that the Uniti stockholders approve the Delaware Conversion and Plan of Conversion and (v) to approve the Delaware Conversion and Plan of Conversion, including the certificate of incorporation attached thereto as Exhibit A. When you consider the Uniti Board’s recommendation, you should be aware that Uniti’s directors may have interests in the Merger that may be different from, or in addition to, the interests of Uniti’s stockholders generally. These interests are described in the section entitled “The Merger — Interests of Uniti’s Directors and Executive Officers in the Merger.”

The Uniti Board unanimously recommends that stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal, “FOR” the Interim Charter Amendment Proposal, “FOR” the Delaware Conversion Proposal and “FOR” the Adjournment Proposal.

In reaching its unanimous resolution as described above, the Uniti Board considered a variety of factors, both positive and negative, and potential benefits and detriments of the Merger to Uniti and Uniti stockholders. The following are some of the significant factors that supported the Uniti Board’s recommendation that the Uniti stockholders approve the Merger Agreement and the transactions contemplated thereby (which are not necessarily presented in order of relative importance):

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Merger Consideration. The value of the Uniti Merger Consideration to be received by Uniti stockholders in relation to the market prices of Uniti Common Shares prior to the Uniti Board’s approval of the Merger Agreement, and the fact that Uniti stockholders will receive a higher amount of New Uniti Common Stock which will provide them with a greater opportunity to benefit from upside performance.

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Uncertainty of Future Market Price. The uncertainty of Uniti’s future stock market price if Uniti remained independent. The Uniti Board considered Uniti’s business, assets, financial condition, results of operations, management, competitive position and prospects, as well as current industry, economic and stock and credit market conditions. The Uniti Board also considered Uniti’s long

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range plan and the initiatives and the potential execution risks associated with such plan. In connection with these considerations, the Uniti Board considered the attendant risk that if Uniti remained independent, Uniti Common Shares might not trade at levels equal to or greater than the value of the Uniti Merger Consideration in the near term, over an extended period of time or at all.

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Negotiations with Windstream. The benefits that Uniti and its advisors were able to obtain during its negotiations with Windstream. The Uniti Board believed that the consideration and terms reflected in the Merger Agreement represented the best transaction that could be obtained by Uniti stockholders at the time, and that there was no assurance that a more favorable transaction or opportunity to sell Uniti would arise later.

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Benefits of a Combined Company. The Uniti Board believes that the company resulting from a merger of Uniti and Windstream would be well positioned to achieve future growth and generate additional returns for Uniti’s former stockholders, including as a result of:

•

the benefits associated with consolidating Uniti and Windstream, thus combining Uniti’s national wholesale owned network with Windstream’s fiber-to-the-home business, which would be able to initially serve over 1.1 million customers and 1.5 million existing homes, with a particularly strong presence in the Midwest and Southeast;

•

expected annual operating expense synergies of up to $100 million and annual capital expenditures savings of $20 million to $30 million within 36 months of Closing, resulting from removing several dis-synergies which exist in the current landlord/tenant relationship, as well as any potential risk to the renewal of the master leases scheduled to occur in 2030;

•

expected enhanced free cash flow;

•

strengthening the combined company’s ability to return capital to stockholders, compared to Uniti and Windstream on a standalone going concern basis, as a result of the benefits of enhanced margins and better access to capital; and

•

the scale to execute on larger-sized acquisition opportunities.

•

Ownership and Management. Based on the Exchange Ratio, which is based on predetermined ownership percentages and will not fluctuate in the event that the value of Windstream increases relative to the market price of Uniti Common Shares between the date of the Merger Agreement and the Closing, Uniti stockholders would own a majority of the combined company following the Closing and that Uniti’s officers would be appointed as the combined company’s initial officers.

•

Due Diligence. Uniti’s due diligence review of Windstream and discussions with Windstream’s management and financial and legal advisors.

•

Other Alternatives. The Uniti Board determined, after a review of other business combination opportunities reasonably available to Uniti, that the Merger represents the best potential business combination reasonably available to Uniti and an attractive opportunity for Uniti’s management to accelerate its business plan based upon the process utilized to evaluate and assess other alternatives, and the Uniti Board’s belief that such process has not presented a better alternative. The Uniti Board further considered the risk that if Uniti did not enter into the Merger Agreement at such time, it may not have another opportunity to do so or to accept a comparable opportunity.

•

Opinions of Financial Advisors. The opinions of J.P. Morgan and Stephens, Uniti’s financial advisors, dated May 3, 2024, and May 2, 2024, respectively, and delivered to the Uniti Board to the effect that, as of such date and based on and subject to matters described in their respective opinions, the Uniti Merger Consideration was fair, from a financial point of view, to Uniti. See “Opinion of Stephens Inc. to the Uniti Board” and “Opinion of J.P. Morgan to the Uniti Board” beginning on page 174 and 183, respectively, of this proxy statement/prospectus.

•

Likelihood of Consummation. The likelihood that the Merger would be completed, in light of, among other things, the conditions to the Merger, the absence of a Windstream financing condition, and the efforts required to obtain regulatory approvals, including the obligation of Windstream to hold separate, sell, license, divest or otherwise dispose of certain businesses or properties or assets of Windstream, Uniti or their respective affiliates.

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•

Certainty Regarding Lease. The fact that the Merger would eliminate risks and uncertainty, including related to potential disputes and arbitration between Uniti and Windstream regarding renewal of the Windstream Leases between Uniti and Windstream to occur prior to expiration in 2030, as well as the potential difference in rent amounts following each renewal, and the fact that even if Uniti were successful in any such arbitration, Windstream may not be able to fulfill its obligations, and a Windstream bankruptcy could adversely affect Uniti.

•

Elliott Designees. The Uniti Board’s belief that the addition of directors nominated by Elliott to the New Uniti Board in connection with the Transactions will add further valuable expertise and experience, which will enhance the likelihood of realizing the strategic benefits that Uniti expects to derive from the Merger;

•

Standstill. The fact that, pursuant to the Elliott Stockholder Agreement, the Elliott Stockholders will be subject to customary standstill restrictions that will mitigate certain risks typically associated with the presence of concentrated ownership in a large stockholder.

•

Terms of the Merger Agreement. The Uniti Board considered the terms of the Merger Agreement, including the following.

•

the representations, warranties and covenants of the parties, the conditions to the parties’ obligations to complete the Merger and their ability to terminate the Merger Agreement;

•

the fact that under certain circumstances, and subject to certain conditions more fully described in the section entitled “The Merger Agreement — No Solicitation of Competing Proposals”, Uniti can provide information to and engage in negotiations and discussions with a third party in connection with a bona fide alternative acquisition proposal that did not result from a breach of Uniti’s non-solicitation obligations, if the Uniti Board determines in good faith, after consultation with its outside legal counsel and financial advisors, that such proposal constitutes or would reasonably be expected to lead to a Superior Proposal, and the Uniti Board can terminate the Merger Agreement to accept such Superior Proposal in order to comply with its fiduciary duties if Uniti complies with certain procedural requirements;

•

the belief of the Uniti Board that the payment of the $55,000,000 termination fee was not likely to unduly discourage additional competing third-party proposals or reduce the price of such proposals, that such termination fees and provisions are customary for transactions of this size and type, and that the size of the termination fee was reasonable in the context of comparable transactions;

•

the fact that, in the event of Windstream’s willful breach of the Merger Agreement, Uniti may be able to seek uncapped damages (which may include the benefit of the bargain lost by Uniti stockholders); and

•

the ability of Uniti to specifically enforce the terms of the Merger Agreement under certain circumstances.

•

Potential Tax Benefits. The fact that, if Uniti receives the ruling it is requesting from the IRS, the receipt of which is not a condition to closing, the structure of the transaction is expected to permit the combined company to obtain a step-up in the tax basis of Uniti’s assets, which Uniti expects would result in significant future tax savings for the combined company after the Merger, as more fully described above in risk factor “If Uniti exercises its rights under the Merger Agreement to effect the Merger using an alternative transaction structure, Uniti expects that New Uniti would not receive a step-up in the tax basis of any of Uniti’s assets, reducing potential tax savings for New Uniti that otherwise would result from the Merger.”

The Uniti Board also considered certain potentially negative factors in its deliberations concerning the Merger, including the following:

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•

Integration. The risk that integrating the businesses of the two companies will be costly and limited initially by the requirement to maintain separate debt structures for Windstream and Uniti, and the risk that the potential benefits of the Merger may not be fully achieved or may not be achieved within the expected time frame;

•

Risk of Non-Completion. The risk that the Merger might not be completed, including as a result of the failure to obtain regulatory approvals or the failure of Uniti’s stockholders to approve the Merger Agreement Proposal, and the effect the resulting public announcement of the termination of the Merger Agreement may have on the trading price of Uniti Common Shares and Uniti’s business and operating results, particularly in light of the costs incurred in connection with the Merger, and the possibility that if the Merger Agreement is terminated under certain circumstances, Uniti may be required to pay to Windstream a termination fee of either $75,000,000 or $55,000,000 and, if the Merger Agreement is terminated as a result the Uniti stockholders failing to approve the Merger Agreement Proposal, Uniti may be required to pay certain expenses of Windstream up to $25,000,000;

•

Fixed Exchange Ratio. The Uniti Board considered that because the Merger Consideration is based on an exchange ratio derived from predetermined ownership percentages, in which Uniti stockholders as of immediately prior to the Closing will receive New Uniti Common Stock equal to 57.68% of the fully-diluted New Uniti Common Stock immediately following the Closing (subject to pro rata dilution from any common equity financing to support the Closing Cash Payment), Uniti stockholders will bear the risk of a decrease in the value of Windstream during the pendency of the Merger, and the Merger Agreement does not provide Uniti with a collar or a value-based termination right;

•

REIT Status. The fact that, following the Closing, the combined company will not qualify as a real estate investment trust for U.S. federal income tax purposes;

•

Concentrated Ownership. Risks associated with the fact that Elliott and its affiliates will own a large percentage of New Uniti Common Stock following the Merger;

•

Risk of Tax Treatment. The risk that Uniti will not receive a favorable IRS ruling, the receipt of which is not a condition to closing, and that the combined company will not be able to obtain a step-up in the tax basis of Uniti’s assets and the significant tax savings that would be expected to result therefrom after the Merger, as more fully described above in the risk factor “If Uniti exercises its rights under the Merger Agreement to effect the Merger using an alternative transaction structure, Uniti expects that New Uniti would not receive a step-up in the tax basis of any of Uniti’s assets, reducing potential tax savings for New Uniti that otherwise would result from the Merger”;

•

Macroeconomic Risks. The risk of macroeconomic uncertainty and the effects it could have on Uniti’s revenues;

•

Disruption and Costs. The possible distraction of Uniti’s management and the costs and expenses associated with completing the Merger, including costs that will be incurred regardless of whether or not the Merger is completed;

•

Possible Deterrence of Competing Offers. The risk that various provisions of the Merger Agreement, including the requirement that Uniti must pay to Windstream a termination fee of $55,000,000 if the Merger Agreement is terminated under certain circumstances to accept a superior proposal, may discourage other parties potentially interested in an acquisition of, or combination with, Uniti from pursuing that opportunity;

•

Interim Operating Covenants. The risk that the restrictions on the conduct of Uniti’s and its subsidiaries’ businesses during the period between the execution of the Merger Agreement and the Closing as set forth in the Merger Agreement may limit Uniti’s ability to engage with or pursue various opportunities. This interim period may continue until May 3, 2026, if regulatory approvals require such time;

•

Impact of Announcement. The uncertainty about the effect of the Merger, regardless of whether the Merger is completed, on Uniti’s employees, customers and other parties, which may impair Uniti’s ability to attract, retain and motivate key personnel, and could cause customers, suppliers and others to seek to change existing business relationships with Uniti. Additionally, the potential for litigation arising in connection with the Merger;

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•

Risks of a Combined Company. The fact that, if the Merger is completed, Uniti will be subject to additional risks associated with Windstream’s business;

•

Interests of Directors and Executive Officers. The fact that the executive officers and directors of Uniti have certain interests in the Merger that may be different from, or in addition to, the interests of Uniti’s stockholders generally;

•

Uncertainty of Analyses. The fact that the analyses, including the analyses regarding the renewal of the Windstream Leases, and unaudited forecasted financial information on which the Uniti Board relied are uncertain; and

•

Other Risks. Various other risks associated with Uniti’s business, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

While the Uniti Board considered potentially positive and potentially negative factors, the Uniti Board concluded that, overall, the potentially positive factors outweighed the potentially negative factors. The foregoing discussion is not intended to be an exhaustive list of the information and factors considered by the Uniti Board in its consideration of the Merger, but includes the material positive factors and material negative factors considered by the Uniti Board in that regard. In view of the number and variety of factors and the amount of information considered, the Uniti Board did not find it practicable to, nor did it attempt to, make specific assessments of, quantify, or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, individual members of the Uniti Board may have given different weights to different factors. Based on the totality of the information presented, the Uniti Board collectively reached the unanimous decision to reach the determinations described above in light of the foregoing factors and other factors that the members of the Uniti Board felt were appropriate. Portions of this explanation of the Uniti Board’s reasons for the Merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Opinion of Stephens Inc. to the Uniti Board

On April 19, 2024, Uniti, on behalf of the Uniti Board, engaged Stephens to provide a fairness opinion in connection with the Uniti Board’s evaluation of the Merger. As part of its engagement, Stephens was asked to undertake a study of the fairness, from a financial point of view, of the Exchange Ratio in the proposed Merger. Uniti engaged Stephens because, among other factors, Stephens is a nationally recognized investment banking firm with substantial experience in similar transactions. As part of its investment banking business, Stephens is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions.

As part of Stephens’ engagement, representatives of Stephens participated in meetings of the Uniti Board held on April 28, 2024 and May 2, 2024, in which the Uniti Board considered and approved the proposed Merger. At these meetings, Stephens reviewed the financial aspects of the proposed Merger and rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion to the Uniti Board dated as of May 2, 2024, that, as of such date, the Exchange Ratio in the proposed Merger is fair to the holders of Uniti Common Shares (solely in their capacity as such) from a financial point of view, based upon and subject to the qualifications, assumptions and other matters considered by Stephens in connection with the preparation of its opinion.

The full text of Stephens’ written opinion letter (the “Stephens Opinion Letter”) is attached as Annex N to this proxy statement/prospectus. The Stephens Opinion Letter outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Stephens in rendering its opinion. The summary of such opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of such written Stephens Opinion Letter. Uniti stockholders are urged to read the entire Stephens Opinion Letter carefully in connection with their consideration of the proposed Merger. Uniti did not give any instruction to or impose any limitations on Stephens as it related to the issuance of its opinion.

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Stephens’ opinion speaks only as of the date of such opinion, and Stephens has undertaken no obligation to update or revise its opinion. Such opinion was directed to the Uniti Board (solely in its capacity as such) in connection with, and for purposes of, its consideration of the proposed Merger. Such opinion only addresses whether the Exchange Ratio in the proposed Merger is fair to the holders of the Uniti Common Shares (solely in their capacity as such) from a financial point of view as of the date of such opinion. Such opinion does not address the underlying business decision of Uniti to engage in the proposed Merger or any other term or aspect of the Merger Agreement or the transactions contemplated thereby. Stephens’ opinion does not constitute a recommendation to the Uniti Board or any of the Uniti stockholders as to how such person should vote or otherwise act with respect to the proposed Merger or any other matter. Uniti and Windstream determined the Uniti Merger Consideration through a negotiation process.

In connection with developing its opinion, Stephens:

(i)

Reviewed the then most recent May 2, 2024 draft of the Merger Agreement and related documents provided to Stephens by Uniti;

(ii)

Reviewed certain audited financial statements of Uniti as filed with its Form 10-K for the year ended December 31, 2023, and certain audited financial statements of Windstream filed as Exhibit 99.1 with Uniti’s Form 10-K/A for the year ended December 31, 2023;

(iii)

Reviewed certain publicly available historical business and financial information relating to Uniti and Windstream;

(iv)

Reviewed certain non-public historical business and financial information, including projected financial forecasts and other data relating to Uniti and Windstream, furnished to Stephens by management of Uniti, including, in the case of Windstream, as adjusted by management of Uniti;

(v)

Reviewed the potential pro forma financial impact of the proposed Merger on the future financial performance of the combined company based upon projected financial forecasts and other data relating to Uniti and Windstream provided to Stephens by the management of Uniti, including, in the case of Windstream, as adjusted by management of Uniti, and the amount and timing of projected synergies and other strategic benefits anticipated by management of Uniti to be realized from the proposed Merger;

(vi)

Discussed with members of management of Uniti the future business and prospects of Uniti and Windstream, the anticipated financial consequences of the proposed Merger to Uniti and Windstream and the amount and timing of projected synergies and other strategic benefits anticipated by management of Uniti to be realized from the proposed Merger;

(vii)

Reviewed public information with respect to certain other companies in lines of business that Stephens believes to be relevant in evaluating the businesses of Uniti and the pro forma combined entity, respectively;

(viii)

Reviewed historical stock prices and trading volumes of the common stock of Uniti; and

(ix)

Conducted such other financial studies, analyses and investigations as Stephens deemed appropriate.

Stephens relied on the accuracy and completeness of the information, financial data and financial forecasts concerning Uniti and Windstream provided to Stephens by Uniti and of the other information reviewed by Stephens in connection with the preparation of Stephens’ opinion, and its opinion was based upon such information. Stephens did not independently verify or undertake any responsibility to independently verify the accuracy or completeness of any of such information, data or forecasts. Stephens did not assume any responsibility for making or undertaking an independent evaluation or appraisal of any of the assets or liabilities of Uniti or of Windstream, and Stephens was not furnished with any such evaluations or appraisals; nor did Stephens evaluate the solvency or fair value of Uniti or of Windstream under any laws relating to bankruptcy, insolvency or similar matters. Stephens did not assume any obligation to conduct any physical inspection of the properties, facilities, assets or liabilities (contingent or otherwise) of Uniti or Windstream. Stephens did not make an independent analysis of the effects of potential future changes in the rate of inflation or of prevailing rates of interest or other market developments or

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disruptions, or of the effects of any global conflicts or hostilities, or of any other disaster or adversity, on the business or prospects of Uniti or Windstream. With respect to the prospective financial information or forecasts prepared by management of Uniti and management of Windstream, including the forecasts of potential cost savings and potential synergies, as provided to Stephens by Uniti, Stephens also assumed that such financial forecasts had been reasonably prepared and reflected the best then currently available estimates and judgments of management of Uniti as to the future financial performance of Uniti and Windstream, respectively, and provided a reasonable basis for Stephens’ analysis. Stephens recognized that such prospective financial information or forecasts were based on numerous variables, assumptions and judgments that were inherently uncertain (including, without limitation, factors related to general economic and competitive conditions) and that actual results could vary significantly from such forecasts, and Stephens expressed no opinion as to the reliability of such prospective financial information, forecasts or estimates or the assumptions upon which they were based.

Stephens does not provide legal, accounting, regulatory, or tax advice or expertise, and Stephens relied solely, and without independent verification, on the assessments of Uniti and its other advisors with respect to such matters. Stephens assumed, with Uniti’s consent, that the proposed Merger will not result in any materially adverse legal, regulatory, accounting or tax consequences for Uniti or its stockholders and that any reviews of legal, accounting, regulatory or tax issues conducted as a result of the proposed Merger will be resolved favorably to Uniti and its stockholders. Stephens did not express any opinion as to any tax or other consequences that might result from the proposed Merger.

Stephens’ opinion was necessarily based upon market, economic and other conditions as they existed and could be evaluated on the date of such opinion, and on the information made available to Stephens as of the date of such opinion. Market price data used by Stephens in connection with its opinion was based on reported market closing prices as of May 1, 2024. It should be understood that subsequent developments may affect the opinion and that Stephens did not undertake any obligation to update, revise or reaffirm the opinion or otherwise comment on events occurring after the date of the opinion. Stephens further noted that volatility or disruptions in the credit and financial markets relating to, among other things, potential future changes in the rate of inflation or prevailing rates of interest or other market developments or disruptions, or the effects of any global conflicts or hostilities, or any other disaster or adversity may or may not have an effect on Uniti or Windstream, and Stephens did not express an opinion as to the effects of such volatility or disruptions on the proposed Merger or any party to the proposed Merger. Stephens further expressed no opinion as to the prices at which the securities of any participant in the proposed Merger may trade at any time subsequent to the announcement of the proposed Merger.

In connection with developing its opinion, Stephens assumed that, in all respects material to its analyses:

(i)

the proposed Merger and any related transactions will be consummated on the terms of the latest draft of the merger agreement provided to Stephens, without material waiver or modification;

(ii)

the representations and warranties of each party in the Merger Agreement and in all related documents and instruments referred to in the Merger Agreement are true and correct;

(iii)

each party to the Merger Agreement and all related documents will perform all of the covenants and agreements required to be performed by such party under such documents;

(iv)

all conditions to the completion of the proposed Merger will be satisfied within the time frames contemplated by the Merger Agreement without any waivers;

(v)

that in the course of obtaining the necessary regulatory, lending or other consents or approvals (contractual or otherwise) for the proposed Merger and any related transactions, no restrictions, including any divestiture requirements or amendments or modifications, will be imposed that would have a material adverse effect on the contemplated benefits of the proposed Merger to Uniti or the holders of the common stock of Uniti (solely in their capacity as such);

(vi)

there has been no material change in the assets, liabilities, financial condition, results of operations, business or prospects of Uniti or Windstream since the date of the most recent financial statements

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made available to Stephens, and that no legal, political, economic, regulatory or other development has occurred that will adversely impact Uniti or Windstream; and

(vii)

the proposed Merger will be consummated in a manner that complies with applicable law and regulations.

Stephens’ opinion was limited to whether the Exchange Ratio in the proposed Merger is fair to the holders of the common stock of Uniti (solely in their capacity as such) from a financial point of view as of the date of such opinion. Stephens was not asked to, and it did not, offer any opinion as to the terms of the Merger Agreement or the form of the proposed Merger or any aspect of the proposed Merger, other than the fairness, from a financial point of view, of the Exchange Ratio in the proposed Merger to the holders of the common stock of Uniti (solely in their capacity as such). Such opinion did not address the merits of the underlying decision by Uniti to engage in the proposed Merger, the merits of the proposed Merger as compared to other alternatives potentially available to Uniti or the relative effects of any alternative transaction in which Uniti might engage, nor is it intended to be a recommendation to any person or entity as to any specific action that should be taken in connection with the proposed Merger, including with respect to how to vote or act with respect to the proposed Merger. Moreover, Stephens did not express any opinion as to the fairness of the amount or nature of the compensation to any of Uniti’s officers, directors or employees, or to any group of such officers, directors or employees, whether relative to the compensation to other stockholders of Uniti or otherwise.

The following is a summary of the material financial analyses performed and material factors considered by Stephens in connection with developing its opinion. In performing the financial analyses described below, Stephens relied on the financial and operating data, projections and other financial information and assumptions concerning Uniti and Windstream provided by management of Uniti, and Stephens reviewed with Uniti’s executive management certain assumptions concerning Uniti and Windstream upon which the analyses were based, as well as other factors. Although this summary does not purport to describe all of the analyses performed or factors considered by Stephens, it does set forth those analyses considered by Stephens to be material in arriving at its opinion. The preparation of a fairness opinion is a complex analytic process involving various determinations as to the appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. The order of the summaries of analyses described does not represent the relative importance or weight given to those analyses by Stephens. It should be noted that in arriving at its opinion, Stephens did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Stephens believes that its analysis must be considered as a whole and that considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses summarized below. Accordingly, Stephens’ analyses and the summary of its analyses must be considered as a whole and selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying Stephens’ analyses and opinion.

Summary of Proposed Merger

Pursuant to the Merger Agreement, and subject to the terms, conditions and limitations set forth therein, and for purposes of its opinion, Stephens understood that, subject to potential adjustments as described in the Merger Agreement, each outstanding Uniti Common Share, subject to certain exceptions described in the Merger Agreement, will be converted into the right to receive a number of shares of the common stock of the combined entity determined in accordance with the Merger Agreement, so that the holders of the common stock of the Company (solely in their capacity as such) (and holders of vested performance-based restricted stock unit awards of common stock of Uniti, solely in their capacity as such) will receive, in the aggregate, approximately 57.68% of all shares of the common stock of the combined entity as of the Closing, before giving effect to any dilution arising from unvested Uniti awards and equity issued

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(or issuable) in connection with certain Uniti financing transactions, but treating Uniti securities underlying Excess Uniti Equity Awards (as defined in the Merger Agreement) as vested (at target performance, to the extent applicable).

Uniti Group Inc. Financial Analysis

Selected Publicly Traded Companies Analysis:

Stephens compared the financial condition, operating statistics and market valuation of Uniti to Cogent Communications Holdings, Inc. and Frontier Communications Corporation, two publicly traded companies in the telecommunications industry.

To perform this analysis, Stephens reviewed publicly available financial information as of and for the last twelve-month period ended December 31, 2023, or the most recently reported period available, and the market trading multiples of the selected public companies based on May 1, 2024 closing prices. The financial data included in the table presented below may not correspond precisely to the data reported in historical financial statements as a result of the assumptions and methods used by Stephens to compute the financial data presented. The table below contains the EBITDA multiple for Uniti and each of its selected peer companies, which was reviewed and utilized by Stephens in its analysis:

Sector

Selected Public Company

TEV /
2024E EBITDA

TEV /
2025E EBITDA

Enterprise / Fiber Communications Provider

Cogent Communications Holdings, Inc.

13.1x

13.8x

Rural Local Exchange Carrier

Frontier Communications Corporation

7.4x

7.0x

Reference:

Uniti Group Inc.

7.4x

7.2x

Source: SEC filings, S&P Global Market Intelligence, and publicly available information.

Stephens applied a range of EBITDA multiples of 7.25x to 7.75x to Uniti, in each case derived by Stephens based on its review of the respective peer companies selected and its experience and professional judgment, to the estimated EBITDA for Uniti for the year ending December 31, 2025. Uniti’s estimated EBITDA was based on the projections provided by the management of Uniti. See the section below entitled “ — Certain Unaudited Prospective Financial Information of Uniti” for additional information regarding the unaudited prospective financial information used by Stephens in performing its analysis. Based on this analysis, Stephens derived a range of implied enterprise values for Uniti as of December 31, 2024 and then a range of implied equity values for Uniti by reducing the range of implied enterprise values by the amount of Uniti’s projected net debt (calculated as debt less cash and cash equivalents) as of December 31, 2024. Based on this analysis, Stephens derived an implied equity value range for Uniti of approximately $1.476 billion to $1.965 billion, as compared to Uniti’s equity value implied by the closing price of Uniti Common Stock on February 16, 2024 (i.e., before the proposed Merger was reported by the press):

	Implied Equity Value Range for Uniti Group Inc.			Uniti Group Inc. Equity Value on February 16, 2024
	$1.476 billion to $1.965 billion			$1.233 billion

Stephens selected the companies used in this analysis because their relative asset size and financial performance, among other factors, were reasonably similar to Uniti; however no selected company is identical or directly comparable to Uniti. In evaluating comparable companies, Stephens made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Uniti, such as the impact of competition on the businesses of Uniti and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of Uniti or the industry or in the financial markets in general. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and

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operating characteristics and other factors that could affect the public trading or other values of the companies to which Uniti was compared.

Discounted Cash Flow Analysis:

Stephens performed a standalone discounted cash flow analysis of Uniti to estimate a range of implied equity values for Uniti based upon the discounted net present value of the projected Unlevered Cash Flow for Uniti from January 1, 2025, through calendar year 2028. In this analysis, Stephens used (i) financial information and data provided by Uniti, and (ii) prospective financial information provided by Uniti management. See the section below entitled “— Certain Unaudited Prospective Financial Information of Uniti” for additional information regarding the unaudited prospective financial information used by Stephens in performing its analysis. Stephens determined the projected amount of Unlevered Cash Flow for Uniti on a standalone basis assuming a terminal value for Uniti based upon a range of terminal EBITDA multiples, selected by Stephens exercising its professional judgment given the nature of Uniti and its business and industry, of 7.25x to 7.75x. In selecting a terminal EBITDA multiple for Uniti, Stephens considered the range of EBITDA multiples of Uniti and of the comparable public companies of Uniti set forth in the section entitled “— Selected Publicly Traded Companies Analysis” above.

Stephens calculated the terminal value for Uniti by applying the selected range of terminal EBITDA multiples to the Uniti projected standalone 2028 Adjusted EBITDA. Stephens calculated the range of implied enterprise values for Uniti by adding the net present value of the annual projected Unlevered Cash Flow for Uniti from January 1, 2025, through calendar year 2028 and the present value of Uniti’s implied standalone terminal value at the end of such period.

Stephens discounted the cash flows and terminal values to December 31, 2024, using discount rates ranging from 11.25% to 12.25% which were based on estimates of Uniti’s weighted average cost of capital as calculated by Stephens.

Based on this analysis, Stephens derived a range of implied enterprise values for Uniti as of December 31, 2024, and then a range of implied equity values for Uniti by reducing the range of implied enterprise values by the amount of Uniti’s projected net debt (calculated as debt less cash and cash equivalents) as of December 31, 2024. Based on this analysis, Stephens derived an implied equity value range for Uniti on a standalone basis of approximately $1.385 billion to $1.972 billion.

The following table summarizes the approximate implied equity value range for Uniti, as compared to Uniti’s equity value, utilizing the closing price of Uniti Common Stock, on February 16, 2024:

	Implied Equity Value Range for Uniti Group Inc.			Uniti Group Inc. Equity Value on February 16, 2024
	$1.385 billion to $1.972 billion			$1.233 billion

The discounted cash flow analysis is a widely used valuation methodology, but the results of this methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, capital levels, and discount rates. The analysis did not purport to be indicative of the actual values or expected values of Uniti. The actual results may vary from the projected results, any of these assumptions might not be realized in future operations and the variations may be material.

Pro Forma Combined Uniti Group Inc. and Windstream Holdings II, LLC Financial Analysis

Selected Publicly Traded Companies Analysis:

Stephens compared the financial condition, operating statistics and market valuation of the pro forma combined entity to Cogent Communications Holdings, Inc., Frontier Communications Corporation, Consolidated Communications Holdings, Inc., and Shenandoah Telecommunications Company, four publicly traded companies in the telecommunications industry.

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data included in the table presented below may not correspond precisely to the data reported in historical financial statements as a result of the assumptions and methods used by Stephens to compute the financial data presented. The table below contains the EBITDA multiple for each of the pro forma combined entity’s selected peer companies, which was reviewed and utilized by Stephens in its analysis:

Sector

Selected Public Company

TEV /
2024E EBITDA

TEV /
2025E EBITDA

Enterprise / Fiber Communications Provider

Cogent Communications Holdings, Inc.

13.1x

13.8x

Rural Local Exchange Carrier

Frontier Communications Corporation

7.4x

7.0x

Rural Local Exchange Carrier

Consolidated Communications Holdings, Inc.

8.9x

8.3x

Rural Local Exchange Carrier / Residential Fiber

Shenandoah Telecommunications Company

8.6x

7.1x

Source: SEC filings, S&P Global Market Intelligence, and publicly available information.

Stephens applied a range of EBITDA multiples of 6.75x to 7.25x to the pro forma combined entity, in each case derived by Stephens based on its review of the respective peer companies selected and its experience and professional judgment, to the estimated pro forma combined EBITDA of Uniti and Windstream for the year ending December 31, 2025. Pro forma combined estimated EBITDA was based on the projections provided by the management of Uniti. See the section below entitled “— Certain Unaudited Prospective Financial Information of Uniti” for additional information regarding the unaudited prospective financial information used by Stephens in performing its analysis. Based on this analysis, Stephens derived a range of pro forma implied enterprise values of the pro forma combined entity as of December 31, 2024 and then a range of implied equity values for the pro forma combined entity by reducing the range of implied enterprise values by the amount of pro forma combined entity’s projected net debt (calculated as Uniti and Windstream debt less cash and cash equivalents) as of December 31, 2024. Stephens derived an implied equity value range for the pro forma combined entity of approximately $2.358 billion to $3.157 billion. Based on this analysis, Stephens derived Uniti’s implied equity value range in the pro forma combined entity of approximately $1.360 billion to $1.821 billion by multiplying Uniti’s equity ownership percentage of 57.68% in the pro forma combined entity by the implied equity value range for the pro forma combined entity of approximately $2.358 billion to $3.157 billion, as compared to Uniti’s equity value implied by the closing price of Uniti Common Stock on February 16, 2024:

	Implied Equity Value Range for Combined Pro Forma Entity			Implied Equity Value Range for Uniti’s Stake			Uniti Equity Value on February 16, 2024
	$2.358 billion to 3.157 billion			$1.360 billion to $1.821 billion			$1.233 billion

Stephens selected the companies used in this analysis because their relative asset size and financial performance, among other factors, were reasonably similar to the pro forma combined entity; however no selected company is identical or directly comparable to the pro forma combined entity. In evaluating comparable companies, Stephens made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Uniti and Windstream, such as the impact of competition on the businesses of Uniti and Windstream, and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of Uniti, Windstream, or the industry or in the financial markets in general. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which the pro forma entity was compared.

Discounted Cash Flow Analysis:

Stephens performed a discounted cash flow analysis of the pro forma combined entity (exclusive of any synergies or cost savings as a result of the proposed Merger) to estimate a range of implied equity values for the pro forma combined entity based upon the discounted net present value of the projected

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unlevered, after-tax free cash flows for the pro forma combined entity from January 1, 2025, through calendar year 2028. In this analysis, Stephens used (i) financial information and data regarding Uniti and Windstream provided by Uniti and (ii) prospective financial information for the pro forma combined entity provided by Uniti management. See the section below entitled “— Certain Unaudited Prospective Financial Information of Uniti” for additional information regarding the unaudited prospective financial information used by Stephens in performing its analysis. Stephens determined the projected amount of unlevered, after-tax free cash flows for the pro forma combined entity assuming a terminal value for the pro forma combined entity based upon a range of terminal EBITDA multiples, selected by Stephens exercising its professional judgment given the nature of Uniti and Windstream and their industry and respective businesses, of 7.25x to 7.75x. In selecting a terminal EBITDA multiple for the pro forma combined entity, Stephens considered the range of EBITDA multiples of the pro forma combined entity and of the comparable public companies of the pro forma combined entity set forth in the section entitled “— Selected Publicly Traded Companies Analysis” above.

Stephens calculated the terminal value for the pro forma combined entity by applying the selected range of terminal EBITDA multiples to the 2028 EBITDA of the pro forma combined entity. Stephens calculated the range of implied enterprise values for the pro forma combined entity by adding the net present value of the annual projected unlevered, after-tax free cash flows for the pro forma combined entity from January 1, 2025, through calendar year 2028 and the present value of the pro forma combined entity’s implied standalone terminal value at the end of such period.

Stephens discounted the cash flows and terminal values to December 31, 2024, using discount rates ranging from 10.5% to 11.5% which were based on estimates of the pro forma combined entity’s weighted average cost of capital as calculated by Stephens.

Based on this analysis, Stephens derived a range of implied enterprise values for the pro forma combined entity as of December 31, 2024, and then a range of implied equity values for the pro forma combined entity by reducing the range of implied enterprise values by the amount of the pro forma combined entity’s projected net debt (calculated as Uniti and Windstream debt less cash and cash equivalents) as of December 31, 2024. Based on this analysis, Stephens derived an implied equity value range for the pro forma combined entity of approximately $2.507 billion to $3.508 billion.

Based on this analysis, Stephens derived Uniti’s implied equity value range in the pro forma combined entity of approximately $1.446 billion to $2.023 billion by multiplying Uniti’s equity ownership percentage of 57.68% in the pro forma combined entity by the implied equity value range for the pro forma combined entity of approximately $2.507 billion to $3.508 billion.

The following table summarizes the approximate implied equity value range for the pro forma combined company and Uniti’s equity ownership percentage in the pro forma combined entity of 57.68%, as compared to Uniti’s equity value, utilizing the closing price of Uniti Common Stock, on February 16, 2024:

	Implied Equity Value Range for Pro Forma Combined Entity			Implied Equity Value Range for Uniti’s Stake			Uniti Equity Value on February 16, 2024
	$2.507 billion to $3.508 billion			$1.446 billion to $2.023 billion			$1.233 billion

The discounted cash flow analysis is a widely used valuation methodology, but the results of this methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, capital levels, and discount rates. The analysis did not purport to be indicative of the actual values or expected values of Uniti, Windstream or the pro forma combined entity. The actual results may vary from the projected results, any of these assumptions might not be realized in future operations and the variations may be material.

Relative Value Analysis:

Stephens performed a relative value analysis to determine the theoretical change in equity value for Uniti stockholders resulting from the proposed Merger. In this analysis, Stephens used (i) the range of equity values for Uniti and for the pro forma combined entity set forth above in the sections entitled “Uniti Group Inc. Financial Analysis — Discounted Cash Flow Analysis” and “Pro Forma Combined Uniti Group Inc.

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and Windstream Holdings II, LLC Financial Analysis — Discounted Cash Flow Analysis”, respectively, and (ii) pro forma assumptions (including the impact of synergies, net operating losses (“NOLs”) and tax benefits as a result of the proposed Merger) provided by the executive management team of Uniti. See the section below entitled “— Synergies Analysis” for additional information regarding the pro forma assumptions used by Stephens in performing its analysis.

Stephens calculated the range of equity values for Uniti stockholders in the pro forma combined entity (exclusive of any synergies, NOLs or tax benefits as a result of the proposed Merger) by multiplying the high end and the low end of the implied equity value range for the pro forma combined entity set forth in the section entitled “Pro Forma Combined Uniti Group Inc. and Windstream Holdings II, LLC Financial Analysis — Discounted Cash Flow Analysis” above by Uniti’s equity ownership percentage in the pro forma combined entity of 57.68%.

Stephens adjusted the range of equity values for the pro forma combined entity set forth in the section entitled “Pro Forma Combined Uniti Group Inc. and Windstream Holdings II, LLC Financial Analysis — Discounted Cash Flow Analysis” above to reflect the projected (i) NOLs, (ii) tax benefits (e.g., asset basis step-up) for the pro forma combined entity for the first four years following the closing of the proposed Merger (i.e., years 1-4) and for the 11 years thereafter (i.e., years 5 to 15) from the closing of the proposed Merger and (iii) Operating Expense Synergies and Capex Savings (collectively, “synergies and cost savings”) arising out of the proposed Merger as provided by the executive management team of Uniti. See the section below entitled “—Certain Estimated Synergies Attributable to the Merger” for additional information regarding the pro forma assumptions used by Stephens in performing its analysis.

The following table summarizes the range of equity values for Uniti on a standalone basis set forth in the section entitled “Uniti Group Inc. Financial Analysis — Discounted Cash Flow Analysis” above to the range of equity values for Uniti stockholders in the pro forma combined entity (inclusive of any synergies and cost savings):

	Low	High
Uniti Equity Value (Stand-alone basis)	$1.385 billion	$1.972 billion
Pro Forma Combined Equity Value (including present value of NOLs and tax benefits, for Years 1-4 post-transaction close)	$1.446	$2.023
Pro Forma Combined Equity Value (including synergies and cost savings and present value of tax benefits, for Years 5-15 post-transaction close)	$1.824	$2.404
% Premium to Equity Value for Uniti on Stand-alone basis	4.4% to 31.7%	2.6% to 21.9%

Other Factors

In developing its opinion, Stephens also noted certain additional factors that Stephens did not consider as part of its material financial analyses, but that Stephens referenced for informational purposes, including, among other things, (i) historical trading prices and trading volumes of Uniti Common Stock during the one-year period ended May 1, 2024, (ii) the range of publicly available research analysts’ one year forward price targets for Uniti and (iii) renewal of the Windstream Leases for calendar years 2031 through 2035. In particular the termination/renewal of the Windstream Leases presents a unique risk to Uniti’s and Windstream’s businesses and could have detrimental impact on either or both businesses depending on the final terms of such renewal.

Miscellaneous

The preparation of a fairness opinion is a complex process and is not susceptible to a partial analysis or summary description. Stephens believes that its analyses must be considered as a whole and that selecting portions of its analyses, without considering the analyses taken as a whole, would create an incomplete view of the process underlying its opinion. In addition, Stephens considered the results of all such analyses and did not assign relative weights to any of the analyses, but rather made qualitative judgments as to significance and relevance of each analysis and factor, so the results from any particular analysis described above should not be taken to be the view of Stephens.

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In performing its analyses, Stephens made numerous assumptions with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond the control of Uniti. The analyses performed by Stephens are not necessarily indicative of actual values, trading values or actual future results which might be achieved, all of which may be significantly more or less favorable than suggested by such analyses. The analyses do not purport to be appraisals or to reflect the prices at which companies may actually be sold, and such estimates are inherently subject to uncertainty.

Stephens received a fee in the amount of $2,500,000 from Uniti upon rendering its fairness opinion. Uniti has also agreed to indemnify Stephens against certain claims and liabilities that could arise out of Stephens’ providing its opinion.

Affiliates and employees of Stephens Inc. own an investment interest of less than one-half of one percent of the outstanding common stock of Uniti, and Stephens makes a market in the stock of Uniti. Stephens has not received any investment banking fees from Uniti or Windstream within the past two years. Within the past two years, Stephens or its affiliates have provided insurance agency services to Uniti and have received customary compensation for such services of approximately $460,000. Stephens expects to pursue future investment banking services assignments with participants in the proposed Merger.

In the ordinary course of its business, Stephens Inc. and its affiliates and employees at any time may hold long or short positions and trades or otherwise effect transactions as principal or for the accounts of customers, in debt, equity or derivative securities of participants in the proposed Merger.

Opinion of J.P. Morgan to the Uniti Board

Pursuant to an engagement letter, Uniti retained J.P. Morgan to act as a financial advisor to the Uniti Board in connection with the Uniti Board’s evaluation of the Merger.

At the meeting of the Uniti Board on May 2, 2024, J.P. Morgan rendered its oral opinion to the Uniti Board that, as of such date and based upon and subject to the assumptions made, procedures followed and matters considered in, and limitations on, the review undertaken by J.P. Morgan in preparing its opinion, the Exchange Ratio in the Merger was fair, from a financial point of view, to the holders of Uniti Common Shares. J.P. Morgan has confirmed its May 2, 2024 oral opinion by delivering its written opinion to the Uniti Board, dated May 3, 2024, that, as of such date, the Exchange Ratio in the Merger was fair, from a financial point of view, to holders of Uniti Common Shares.

The full text of the written opinion of J.P. Morgan, dated May 3, 2024, which sets forth, among other things, the assumptions made, procedures followed and matters considered in, and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Annex M to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. Holders of Uniti Common Shares are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Uniti Board (in its capacity as such) in connection with and for the purposes of its evaluation of the Merger, was directed only to the Exchange Ratio in the Merger and did not address any other aspect of the Merger. J.P. Morgan expressed no opinion as to the fairness of any consideration to the holders of the Convertible Notes, the Exchangeable Notes or the Call Spread Warrants (in each case, as defined in the Merger Agreement) or any other class of securities, creditors or other constituencies of Uniti, or as to the underlying decision by Uniti to engage in the Merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The opinion does not constitute a recommendation to any holder of Uniti Common Shares as to how such stockholder should vote with respect to the Merger or any other matter.

In arriving at its opinions, J.P. Morgan, among other things:

•

reviewed the Merger Agreement;

•

reviewed certain publicly available business and financial information concerning Uniti and Windstream and the industries in which they operate;

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•

compared the financial and operating performance of Uniti and Windstream with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of Uniti Common Shares and certain publicly traded securities of such other companies;

•

reviewed certain internal financial analyses and forecasts prepared by the managements of Uniti and Windstream relating to their respective businesses, as well as the estimated amount and timing of the cost savings and related expenses and synergies expected to result from the Merger (the “Synergies”); and

•

performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.

In addition, J.P. Morgan held discussions with certain members of the management of Uniti with respect to certain aspects of the Merger, and the past and current business operations of Uniti and Windstream, the financial condition and future prospects and operations of Uniti and Windstream, the effects of the Merger on the financial condition and future prospects of Uniti and Windstream, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by Uniti and Windstream or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to J.P. Morgan’s engagement letter with Uniti, did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct or was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of Uniti, Windstream, New Uniti, New Windstream, LLC, HoldCo or Merger Sub under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, including the Synergies and the annual cash rent expense assumptions for the 2030 renewal of the Windstream Leases (the “Lease Renewal Assumptions”), J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of Uniti and Windstream to which such analyses or forecasts relate. J.P. Morgan expresses no view as to such analyses or forecasts (including the Synergies and the Lease Renewal Assumptions) or the assumptions on which they were based. J.P. Morgan also assumed that the Merger and the other transactions contemplated by the Merger Agreement will have the tax consequences described in discussions with, and materials furnished to J.P. Morgan by, representatives of Uniti, and will be consummated as described in the Merger Agreement. J.P. Morgan also assumed that the representations and warranties made by Uniti, Windstream, New Uniti, New Windstream, LLC, HoldCo and Merger Sub in the Merger Agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and has relied on the assessments made by advisors to Uniti with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the Closing will be obtained without any adverse effect on Uniti or Windstream or on the contemplated benefits of the Merger.

The projections furnished to J.P. Morgan were prepared by or at the direction of the management of Uniti, as discussed more fully under the section entitled “— Certain Unaudited Prospective Financial Information of Uniti.” Uniti does not publicly disclose internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the Merger, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of the management of Uniti, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of projections and other forward-looking statements, please refer to the section entitled “— Certain Unaudited Prospective Financial Information of Uniti.”

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion and that J.P. Morgan does not have any

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obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, to the holders of Uniti Common Shares of the Exchange Ratio in the Merger and J.P. Morgan has expressed no opinion as to the fairness of the Merger to, or any consideration to be paid in connection with the Merger to, the holders of the Convertible Notes, the Exchangeable Notes or the Call Spread Warrants or of any other class of securities, creditors or other constituencies of Uniti, or as to the underlying decision by Uniti to engage in the Merger. J.P. Morgan also expressed no opinion as to the Voting Agreement, the Unitholder Agreements, the Stockholder Agreements, the Registration Rights Agreement or any voting, governance or other rights of the existing equity holders of Windstream, whether pursuant thereto, pursuant to the other documentation to be entered into in connection with the Merger, or otherwise (and did not take any such rights into account in its analysis). Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the Merger, or any class of such persons relative to the Exchange Ratio applicable to the holders of the Uniti Common Shares in the Merger or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which Uniti Common Shares or any other class of securities of Uniti will trade at any future time.

J.P. Morgan was not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of Uniti or any other alternative transaction.

The terms of the Merger Agreement, including the Exchange Ratio, were determined through arm’s length negotiations between Uniti and Windstream, and the decision to enter into the Merger Agreement was solely that of the Uniti Board. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Uniti Board in its evaluation of the Merger and should not be understood as determinative of the views of the Uniti Board or management with respect to the Merger or the Exchange Ratio.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to the Uniti Board on May 3, 2024 and in the financial analyses presented to the Uniti Board on May 2, 2024 in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the Uniti Board and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to standalone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Uniti Analyses

As further described below, for each of the following analyses, J.P. Morgan determined the implied enterprise value of Uniti excluding the expected financial impact of the Windstream Leases. J.P. Morgan determined the implied value of the Windstream Leases separately, as described below, and then added such amount to the implied Uniti enterprise value to derive the implied equity value per share ranges summarized below.

Public Trading Multiples Analysis

Using publicly available information, J.P. Morgan compared selected financial data of Uniti with similar data for certain publicly traded companies engaged in businesses which J.P. Morgan judged to be sufficiently analogous to the business of Uniti. These companies (referred to herein as the “Enterprise Connectivity Companies”) were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analyses, were, in J.P. Morgan’s judgement, considered sufficiently similar to those of Uniti to serve as a comparative reference.

Enterprise Connectivity Companies

•

Lumen Technologies, Inc.

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•

Cogent Communications

Neither of the Enterprise Connectivity Companies reviewed are identical to Uniti and certain of these companies may have characteristics that are materially different from those of Uniti. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than would affect Uniti. In all instances, multiples were based on closing stock prices on May 1, 2024.

With respect to the Enterprise Connectivity Companies, the information J.P. Morgan presented included the multiple of implied firm value to estimates of calendar year 2024 and 2025 adjusted EBITDA (after taking into account stock-based compensation expenses (“SBC”)) for the applicable companies, which J.P. Morgan refers to as “FV / Adjusted EBITDA (post-SBC)”, in this section entitled “Opinion of J.P. Morgan to the Uniti Board.” Financial data for the Enterprise Connectivity Companies was based on the Enterprise Connectivity Companies’ filings with the SEC, publicly available equity research analysts’ consensus estimates for calendar years 2024 and 2025 and FactSet Research Systems. Results of this analysis are presented as indicated in the following table:

Enterprise Connectivity Companies

FV / 2024E Adjusted EBITDA
(post-SBC)

FV / 2025E Adjusted EBITDA
(post-SBC)

Lumen Technologies, Inc.(1)

3.1x

Cogent Communications

14.3x

15.2x

Mean

8.7x

9.2x

Median

8.7x

9.2x

(1)

Firm value metric reflects market value of Lumen Technologies, Inc. debt as of May 1, 2024

Based on the above analysis of the selected Enterprise Connectivity Companies and on other factors J.P. Morgan considered appropriate, J.P. Morgan then derived an FV/ 2024E Adjusted EBITDA (post-SBC) reference range of 8.75x to 13.25x and an FV/ 2025E Adjusted EBITDA (post-SBC) reference range of 9.25x to 14.25x. J.P. Morgan then applied the applicable range to Uniti’s FY 2024E Adjusted EBITDA Excl. Leases (post-SBC) and FY 2025E Adjusted EBITDA Excl. Leases (post-SBC) in each case, as provided in the Uniti Management Estimates used by J.P. Morgan and described in the section entitled “— Certain Unaudited Prospective Financial Information of Uniti”, and adjusted to include the net present value to Uniti of the Windstream Leases and Uniti’s tax attributes, pursuant to assumptions provided by Uniti management, as discussed under “— Discounted Cash Flow Analyses” immediately below. The analysis indicated the following ranges of implied equity values per Uniti Common Share (in each case, rounded to the nearest $0.25 per share):

	Implied Per Share Equity Value (rounded to the nearest $0.25)
	Low			High
FY 2024E Adjusted EBITDA Excl. Leases (post-SBC)		$	2.75		$	5.25
FY 2025E Adjusted EBITDA Excl. Leases (post-SBC)		$	4.00		$	7.00

The ranges of implied per share equity value were compared to the closing price per Uniti Common Share as of February 16, 2024, the last full trading day prior to media speculation regarding a potential transaction with Windstream, of $5.10.

Discounted Cash Flow Analyses

Fully Diluted Equity Value of Uniti Common Shares

J.P. Morgan conducted discounted cash flow analyses for the purpose of determining the implied fully diluted equity value per Uniti Common Share. A discounted cash flow analysis is a method of evaluating an asset using estimates of the future unlevered free cash flows generated by the asset and taking into consideration the time value of money with respect to those cash flows by calculating their “present value.” For purposes of J.P. Morgan’s analysis, “unlevered free cash flows” were calculated by taking earnings

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before interest and taxes, subtracting cash taxes, adding back depreciation and amortization, subtracting capital expenditures and adjusting for changes in working capital and other cash flow items, including non-cash revenue and expenses. For purposes of J.P. Morgan’s opinion, “present value” refers to the current value of one or more future unlevered free cash flows from the asset, which is referred to as that asset’s cash flows, and is obtained by discounting those cash flows back to the present using a discount rate that takes into account certain macroeconomic assumptions and estimates of risk, the opportunity cost of capital, capitalized returns and other appropriate factors. For purposes of J.P. Morgan’s opinion, “terminal value” refers to the capitalized value of all cash flows from an asset for periods beyond the final projection period.

J.P. Morgan calculated the unlevered free cash flows that Uniti expected to generate on a standalone basis (i.e., without any Synergies), excluding the free cash flows attributable to the Windstream Leases, which were calculated separately as described in the following paragraph, during fiscal years 2024 through 2032 based upon Uniti management projections. J.P. Morgan also calculated a range of terminal values at the end of the projection period by applying a terminal period rate estimated by Uniti management ranging from 2.50% to 3.50% of the unlevered free cash flow of Uniti during the terminal period of the projections. The unlevered free cash flows and range of terminal values were then discounted to present values as of December 31, 2023 using a range of discount rates from 11.25% to 10.25%, which were chosen by J.P. Morgan based upon an analysis of Uniti’s weighted average cost of capital. The present value of the unlevered free cash flows and the range of terminal values for Uniti were then adjusted for the addition of the present value of the rental income pursuant to the Windstream Leases (assuming a 0.5% escalation, as provided by Uniti management, and discounted at 12.00%, in each case discussed immediately below) and the present value of Uniti’s tax attributes (discounted at 10.75%), to indicate a range of implied equity values per Uniti Common Share on a standalone basis, calculated based on the fully diluted number of shares outstanding using the treasury stock method, and after accounting for net debt (including cash proceeds from pending asset divestitures), and non-controlling interests each as provided by Uniti management (in each case, rounded to the nearest $0.25 per share), of $3.50 to $5.25 per Uniti Common Share. This range of implied per share equity value was compared to the closing price per Uniti Common Share as of February 16, 2024, the last full trading day prior to media speculation regarding a potential transaction with Windstream, of $5.10.

Rental Income Pursuant to the Windstream Leases

J.P. Morgan calculated the free cash flows attributable to Uniti’s rental income pursuant to the Windstream Leases from fiscal year 2024 through their April 30, 2030 expiration based upon the Uniti Management Lease Estimates described in the section entitled “Certain Unaudited Prospective Financial Information.” J.P. Morgan also calculated a terminal value at the end of the projection period using a renewal rent estimate provided by Uniti management that reflected an escalation of 0.5% over current rent. The free cash flows and terminal value were then discounted to present values as of December 31, 2023 using a discount rate of 12.00%, which was chosen by J.P. Morgan based upon an analysis of Windstream’s secured debt yield, yielding a present value of $4,933 million.

Standalone Tax Attributes

J.P. Morgan calculated the tax savings expected to result from Uniti’s tax attributes for fiscal years 2024 through 2036 based on Uniti management projections and then discounted such amounts to their present value as of December 31, 2023 using a discount rate of 10.75%, yielding a present value of $89 million.

Windstream Analyses

As further described below, for each of the following analyses, J.P. Morgan determined the implied enterprise value of Windstream excluding the expected financial impact of the Windstream Leases. J.P. Morgan determined the implied value of the Windstream Leases separately, as described below, and then subtracted such amount from the implied Windstream enterprise value to derive the implied equity value ranges summarized below.

Sum-of-the-Parts Public Trading Multiples Analysis

J.P. Morgan performed a sum of the parts trading multiples comparable analysis for Windstream. That is, J.P. Morgan (i) separately derived an implied firm value range for Windstream’s Enterprise and Wholesale

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segments, which are combined and collectively referenced as one segment in this section entitled “Opinion of J.P. Morgan to the Uniti Board” and its Kinetic segment, (ii) calculated a range of implied firm values for Windstream as a sum of such ranges and (iii) subsequently derived a range of implied equity values for Windstream as a whole.

For each of Windstream’s Enterprise and Wholesale segment and Kinetic segment, using publicly available information, J.P. Morgan compared selected financial data of each such segment with similar data for certain publicly traded companies engaged in businesses which J.P. Morgan judged to be sufficiently analogous to that of the applicable Windstream segment. The companies selected by J.P. Morgan to be used for reference for Windstream’s Enterprise and Wholesale segment were the Enterprise Connectivity Companies set forth above. The companies selected by J.P. Morgan to be used for reference for Windstream’s Kinetic segment were as follows (which are referred to in this proxy statement as the “Fiber to the Home (FttH) Upgrade Companies” and “Cable Companies”):

Fiber to the Home (FttH) Upgrade Companies

•

Frontier Communications Parent, Inc.

•

Consolidated Communications Holdings, Inc.

•

TDS Telecom Inc.

•

Shenandoah Telecommunications Co.

Cable Companies

•

Comcast Corporation

•

Charter Communications, Inc.

•

Altice USA, Inc.

•

Cable One, Inc.

•

WideOpenWest, Inc.

For each of the following analyses performed by J.P. Morgan, estimated financial data for the selected companies were based on the selected companies’ filings with the SEC and information J.P. Morgan obtained from FactSet Research Systems and selected equity research reports. The multiples and ratios for each of the selected companies were based on the most recent publicly available information.

The FttH Upgrade Companies and Cable Companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analyses, were, in J.P. Morgan’s judgement, considered sufficiently similar to that of Windstream’s Kinetic segment. The Enterprise Connectivity Companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analyses, were, in J.P. Morgan’s judgement, considered sufficiently similar to those of Windstream’s Enterprise and Wholesale segment. None of the selected companies reviewed are identical to Windstream or the applicable segment and certain of these companies may have characteristics that are materially different from Windstream or such applicable segment. Furthermore, the analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies and segments involved and other factors that could affect the companies differently than they would affect Windstream or its business segments. Multiples were based on closing stock prices on May 1, 2024 in all instances other than for (1) Consolidated Communications Holdings, which multiple was based on the closing stock price as of the April 12, 2023 unaffected date prior to a press release issued by such company that it had received a take-private proposal from Searchlight Capital and British Columbia Investment Management, and (2) TDS Telecom, which multiple was based on the closing stock price as of the August 3, 2023 unaffected date prior to its parent company, Telephone and Data Systems, Inc., announcing a process to explore strategic alternatives for its subsidiary, UScellular. With respect to the selected companies in its sum of the parts analysis, the information J.P. Morgan presented included Adjusted FV / EBITDA (post-SBC) for 2024 and 2025 for each applicable company.

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Results of the analysis of Enterprise Connectivity Companies are set forth earlier in this section, while results of the analysis prepared for Windstream’s Kinetic segment are set forth in the following table:

FV / 2024E Adjusted
EBITDA
(post-SBC)

FV / 2025E Adjusted
EBITDA
(post-SBC)

FttH Upgrade Companies

Frontier Communications Parent, Inc.

7.5x

7.1x

Consolidated Communications Holdings, Inc.(1)

8.5x

7.9x

TDS Telecom Inc.(2)

4.6x

4.2x

Shenandoah Telecommunications Co.(3)

10.4x

8.8x

Mean

7.8x

7.0x

Median

8.0x

7.5x

Cable Companies

Comcast Corporation

6.1x

6.0x

Charter Communications, Inc.

6.5x

6.4x

Altice USA, Inc.(4)

5.8x

Cable One, Inc.

5.4x

WideOpenWest, Inc.

4.8x

4.7x

Mean

5.7x

Median

5.8x

(1)

Unaffected as of April 12, 2023

(2)

Unaffected as of August 3, 2023

(3)

Pro forma for acquisition of Horizon announced on October 24, 2023 and towers sale to Vertical Bridge announced on March 1, 2024.

(4)

Firm value metric reflects market value of Altice debt as of May 1, 2024

Based on these analyses and on other factors J.P. Morgan considered appropriate, J.P. Morgan then derived a reference range of 3.00x to 4.00x for FV/ 2024E Adjusted EBITDA (post-SBC) and 3.00x to 4.00x for FV/ 2025E Adjusted EBITDA (post-SBC) for Windstream’s Enterprise and Wholesale segment, and 5.75x to 7.50x for FV/ 2024E Adjusted EBITDA (post-SBC) and 5.75x to 7.00x for FV / 2025E Adjusted EBITDA for Windstream’s Kinetic segment.

After applying these ranges to the FY 2024E and FY 2025E Adjusted EBITDA (post-SBC) of the applicable Windstream segments, based on the Adjusted Windstream Estimates (as defined below) approved for J.P. Morgan’s use in connection with its financial analyses by the Uniti Board and Uniti management described in the section entitled “— Certain Unaudited Prospective Financial Information of Uniti,” and adjusting to deduct the net present value of the Windstream Leases and to add the tax attributes, pursuant to assumptions provided by Uniti management, the analysis indicated the following ranges of implied equity values of Windstream’s combined business (in each case, rounded to the nearest $25 million and a minimum value of $0 million):

	Implied Equity Value (rounded to the nearest $25 million) (values in millions)
	Low			High
FY 2024E Adjusted EBITDA (post-SBC)		$	0		$	1,800
FY 2025E Adjusted EBITDA (post-SBC)		$	250		$	1,800

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Discounted Cash Flow Analyses

Fully Diluted Equity Value of Windstream

J.P. Morgan also conducted a discounted cash flow analysis for the purpose of determining the implied fully diluted equity value of Windstream. For purposes of J.P. Morgan’s analysis, “unlevered free cash flows” were calculated by taking earnings before interest and taxes, subtracting cash taxes, adding back depreciation and amortization, subtracting capital expenditures and adjusting for changes in working capital and other cash flow items, including pension capital contributions, severance costs and other cost initiatives.

J.P. Morgan calculated the unlevered free cash flows that Windstream expected to generate during fiscal years 2024 through 2026 based upon the Adjusted Windstream Estimates and upon projections for the subsequent period developed using terminal period assumptions provided by Uniti’s management for use in J.P. Morgan’s analysis, implying a terminal growth rate ranging from 1.50% to 2.50%. The unlevered free cash flows and range of terminal values were then discounted to present values as of December 31, 2023 using a range of discount rates from 11.25% to 10.25%, which were chosen by J.P. Morgan based upon an analysis of Windstream’s weighted average cost of capital. The present value of the unlevered free cash flows and the range of terminal values for Windstream were then adjusted for the deduction of the present value of the Windstream Leases (assuming a 0.5% escalation, as provided by Uniti management, and discounted at 12.00%, in each case as discussed above), the addition of the present value of Windstream’s tax attributes (using a discount rate of 10.75%, as described below) and the addition of the present value of Windstream’s lease tax shield (discounted at 12.00%), to indicate a range of implied equity values for Windstream on a standalone basis, after accounting for net debt (including capital leases and proceeds from pending asset divestures), and pension SLB, each as provided by Uniti management (in each case, rounded to the nearest $25 million) of $650 million to $2,300 million.

Tax Shield from Rent Expense Under the Windstream Leases

As instructed by Uniti management, J.P. Morgan assumed that the rent expense incurred under the Windstream Leases reduces Windstream’s taxable income, thereby serving as a tax shield for Windstream. J.P. Morgan calculated the tax savings expected to result from this tax shield from fiscal year 2024 through the April 30, 2030 expiration of the Windstream Leases based upon Uniti management projections. J.P. Morgan also calculated a terminal value at the end of the projection period using the same renewal rent estimate described above, as instructed by Uniti management. The tax savings and terminal value were then discounted to present values as of December 31, 2023 using the same 12.00% discount rate discussed above, yielding a present value of $1,453 million.

Standalone Tax Attributes

J.P. Morgan calculated the tax savings expected to result from Windstream’s standalone tax attributes for fiscal years 2024 through 2036 based on Windstream projections prepared by Uniti management for fiscal years 2024 through 2028 and Uniti management projections for fiscal years 2029 through 2036, and then discounted such savings to their present value as of December 31, 2023 using a discount rate of 10.75%, yielding a present value of $150 million.

Synergies Analysis

Based upon the Uniti management projections described in the section entitled “Certain Unaudited Prospective Financial Information,” J.P. Morgan also calculated the unlevered free cash flows related to the operating cost and revenue synergies expected to result from the Merger (the “Operating Synergies”) and the cost-of-capital synergies expected to result from the Merger (the “Cost of Capital Synergies”), in each case taking into account the costs to achieve such Synergies. J.P. Morgan also calculated the net impact to the aggregate tax attributes expected to result from the Merger (“Impact to Tax Attributes”):

•

Operating Synergies: J.P. Morgan calculated the unlevered free cash flows expected to result from the Operating Synergies during fiscal years 2024 through 2028, based on the Uniti management projections. J.P. Morgan also calculated a range of terminal values for the Operating Synergies at the end of this period by applying terminal growth rates ranging from 2.50% to 3.50%. These unlevered

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free cash flows and terminal value ranges were discounted to present value using discount rates ranging from 11.25% to 10.25%, which were chosen by J.P. Morgan based upon an analysis of Uniti and Windstream’s weighted average cost of capital. These calculations yielded a range of implied Operating Synergies from $1,499 million to $1,923 million.

•

Cost of Capital Synergies: J.P. Morgan estimated the potential impact of the Merger on the respective discount rates of Uniti and Windstream based on an analysis of certain financial metrics for each company on a standalone basis compared to the corresponding financial metrics estimated for the combined business that would result from the Merger. J.P. Morgan calculated the cost of capital synergies as the difference between (i) the sum of (A) the Uniti discounted cash flow analysis using a range of discount rates from 11.25% to 10.25% and (B) the Windstream discounted cash flow analysis using a range of discount rates from 11.25% to 10.25% and (ii) the sum of (A) the Uniti discounted cash flow analysis using a range of discount rates from 10.50% to 9.50% and (b) the Windstream discounted cash flow analysis using a range of discount rates from 10.25% to 9.25%. These calculations yielded a range of implied Cost of Capital Synergies from $1,186 million to $1,774 million.

•

Impact to Tax Attributes: J.P. Morgan then calculated the net impact to aggregate Uniti and Windstream tax attribut

	Page
ANNEX A – MERGER AGREEMENT		A-1
ANNEX B – VOTING AGREEMENT		B-1
ANNEX C – ELLIOTT UNITHOLDER AGREEMENT		C-1
ANNEX D – LEGACY WINDSTREAM UNITHOLDER AGREEMENT		D-1
ANNEX E – ELLIOTT STOCKHOLDER AGREEMENT		E-1
ANNEX F – LEGACY INVESTOR STOCKHOLDER AGREEMENT		F-1
ANNEX G – REGISTRATION RIGHTS AGREEMENT		G-1
ANNEX H – WARRANT AGREEMENT		H-1
ANNEX I – NEW UNITI CHARTER		I-1
ANNEX J – NEW UNITI BYLAWS		J-1
ANNEX K – CERTIFICATE OF DESIGNATIONS		K-1
ANNEX L – AMENDMENT TO CHARTER OF UNITI		L-1
ANNEX M – OPINION OF J.P. MORGAN		M-1
ANNEX N – OPINION OF STEPHENS		N-1
ANNEX O – PLAN OF CONVERSION		O-1

	Twelve Months Ended September 30, 2024			Nine Months Ended September 30,						Year Ended December 31,
	Twelve Months Ended September 30, 2024			2024			2023			2023			2022			2021
	(Thousands)
Net income (loss)		$	102,579		$	71,859		$	(112,469)		$	(81,749)		$	(8,122)		$	124,745
Depreciation and amortization			314,011			234,862			231,379			310,528			292,788			290,942
Interest expense, net			504,799			381,693			389,243			512,349			376,832			446,296
Income tax benefit			(19,444)			(13,869)			(62,899)			(68,474)			(17,365)			(4,916)
EBITDA(1)		$	901,945		$	674,545		$	445,254		$	672,654		$	644,133		$	857,067
Stock-based compensation			13,203			10,120			9,408			12,491			12,751			13,847
Transaction related and other costs			33,874			31,068			9,805			12,611			10,340			7,544
Goodwill impairment			—			—			203,998			203,998			240,500			—
Gain on sale of operations			—			—			—			—			(176)			(28,143)
Gain on sale of real estate			(19,739)			(18,999)			(1,424)			(2,164)			(433)			(442)
Other, net			1,697			3,877			23,073			20,893			(4,790)			24,917
Adjustments for equity in earnings from unconsolidated entities			755			—			2,264			3,019			3,571			3,491
Adjusted EBITDA*		$	931,735		$	700,611		$	692,378		$	923,502		$	905,896		$	878,281